Common use of Authorization and Power Clause in Contracts

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Notes being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Notes being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 4(c)) and to purchase the Note and Warrants Purchased Securities being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Note, Warrants and Warrants Additional Investment Rights being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action, and no further consent or authorization of Subscriber or its board of directors directors, members or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Warrant being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents ([as defined herein) in Section 5(c)] and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constituteauthorized and, when executed and delivered, shall constitute a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms hereof or thereof, as the case may be.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Preferred Stock and Warrants being sold to it such Subscriber hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber Subscriber, and the consummation by it such Subscriber of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Preferred Stock and Warrants being sold to it such Subscriber hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber Subscriber, and the consummation by it such Subscriber of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or directors, manager(s), trustee, stockholders, if partners, members or beneficiaries, as applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite legal capacity, power and authority to enter into into, and perform under, this Agreement and to perform under the other Transaction Documents (as defined herein) in Section 5(c), and to purchase the Note and Warrants Securities being sold to it hereundersuch Subscriber hereunder and thereunder. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents by such Subscriber and the consummation by it such Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionrequisite corporate, partnership or similar action on the part of such Subscriber and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by such Subscriber and constitutesdelivered. This Agreement will be, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 4.1(c)) and to purchase the Note and Warrants Purchased Securities being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Each Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) Security Agreement and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents Security Agreement by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed executed, and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, the Subscriber enforceable against the Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors or directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 4(c)) and to purchase the Note and Warrants Purchased Securities being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents ([as defined herein) in Section 5(c)] and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants being sold to it such Subscriber hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber Subscriber, and the consummation by it such Subscriber of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or directors, manager(s), trustee, stockholders, if partners, members or beneficiaries, as applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 4(c)) and to purchase the Note and Warrants Purchased Shares being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunderNote. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and and, if Subscriber is an entity, the consummation by it Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate company action, and no further consent or authorization of Subscriber or Subscriber, its board of directors or stockholderssimilar governing body, if applicable, or stockholders is required, as applicable. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.;

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Notes being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents ([as defined herein) in Section 5(a)] and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents ([as defined herein) in Section 5(a)] and to purchase the Note and Warrants being sold to it hereunderSecurities. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been or will be duly authorized, authorized and executed and when delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a will constitute valid and binding obligation obligations of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Each Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) Escrow Agreement and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents Escrow Agreement by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed executed, and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, the Subscriber enforceable against the Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Shares and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors or directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Each Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes, Initial Shares and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners or members, as the case may be, is required. This Agreement has been, and each other document to be signed by the other Transaction Documents have Subscriber hereunder has been or will be, duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, constitutes a valid and binding obligation of such the Subscriber, enforceable against the Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, authorized and executed and when delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a constitute valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action, and no further consent or authorization of Subscriber or its board of directors directors, members or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being Purchased Shares to be sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby or related thereto (together the “Contemplated Transactions”) have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors or directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action, and no further consent or authorization of Subscriber or its board of directors directors, members or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite legal capacity, power and authority to enter into into, and perform under, this Agreement and to perform under the other Transaction Documents (as defined herein) Documents, and to purchase the Note and Warrants Securities being sold to it hereundersuch Subscriber hereunder and thereunder. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents by such Subscriber and the consummation by it such Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionrequisite corporate, partnership or similar action on the part of such Subscriber and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by such Subscriber and constitutesdelivered. This Agreement will be, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 5(c)) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, stockholders is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Warrant being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, other management or governing body or equityholders is required. This Agreement and the other Transaction Documents have been duly authorized, executed and and, when delivered by such Subscriber and constitutesSubscriber, or shall constitute, when executed and delivered, a will constitute valid and binding obligation obligations of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinhereinafter defined) and to purchase the Note and Warrants Common Stock being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, authorized and executed and when delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a constitute valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinhereinafter defined) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, authorized and executed and when delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a constitute valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents ([as defined herein) in Section 5(c)] and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action, and no further consent or authorization of Subscriber or its board of directors directors, members or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 5(c) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Preferred Stock and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors or directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 3(e)) and to purchase the Note and Warrants Shares being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite legal capacity, power and authority to enter into into, and perform under, this Agreement and to perform under the other Transaction Documents (as defined herein) Documents, and to purchase the Note and Warrants Securities being sold to it hereundersuch Subscriber hereunder and thereunder. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents by such Subscriber and the consummation by it such Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionrequisite corporate, partnership or similar action on the part of such Subscriber and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, . This Agreement is a valid and binding obligation of such Subscriber, enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents ([as defined herein) in Section 5(c)] and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, stockholders is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Incentive Shares being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Warrant being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action, and no further consent or authorization of Subscriber or its board Board of directors Directors, Managers, partners, officers, stockholders or stockholdersmembers, if applicable, is required. This Agreement and each of the other Transaction Documents have to be executed by Subscriber has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, constitutes a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, authorized and executed and when delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants Incentive Shares being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, or members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms hereof and thereof, as the case may be.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes, Purchased Shares and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors or directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Each Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, the Subscriber enforceable against the Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite legal capacity, power and authority to enter into into, and perform under, this Agreement and to perform under the other Transaction Documents (as defined herein) in Section 5(c), and to purchase the Note and Warrants Securities being sold to it hereunderSubscriber hereunder and thereunder. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents by such Subscriber and the consummation by it Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionrequisite corporate, partnership or similar action on the part of Subscriber and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by such Subscriber and constitutesdelivered. This Agreement will be, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite legal capacity, power and authority to enter into into, and perform under, this Agreement and to perform under the other Transaction Documents (as defined herein) Documents, and to purchase the Note and Warrants Securities being sold to it hereunderit, him or her hereunder and thereunder. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents by such Subscriber and the consummation by it it, him or her of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionrequisite corporate, partnership or similar action on the part of such Subscriber and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by such Subscriber and constitutesdelivered. This Agreement will be, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, ,is required. This Agreement and the other Transaction Documents have been duly authorized, ,executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other 2009 Transaction Documents (as defined herein) and to purchase the Note and Warrants Notes being sold to it hereunder. The execution, delivery and performance of this Agreement and the other 2009 Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other 2009 Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents ([as defined herein) in Section 5(c)] and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Shares being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Securities being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company, partnership, trust or other appropriate action, and no further consent or authorization of Subscriber or its board Board of directors Directors or stockholders, members, partners or trustees, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such The Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Purchased Shares being sold to it the Subscriber hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such the Subscriber and the consummation by it the Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of the Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such the Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, the Subscriber enforceable against the Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and each constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinin Section 4(c)) and to purchase the Note and Warrants Debentures being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Notes being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinhereinafter defined) and to purchase the Note Notes, Purchased Shares and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors or directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the any other agreements delivered together with this Agreement or in connection herewith (collectively, “Transaction Documents (as defined hereinDocuments”) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber Subscriber, its Board of Directors, stockholders or its board of directors or stockholders, if applicable, any other third person is required. This Agreement and the other Transaction Documents have been duly authorized, executed and when delivered by such Subscriber and constitutesconstitute, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite legal capacity, power and authority to enter into into, and perform under, this Agreement and to perform under the other Transaction Documents (as defined herein) Documents, and to purchase the Note and Warrants Securities being sold to it hereundersuch Subscriber hereunder and thereunder. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents by such Subscriber and the consummation by it such Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionrequisite corporate, partnership or similar action on the part of such Subscriber and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, . This Agreement will be a valid and binding obligation of such Subscriber, enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Each Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note Notes and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate corporate, partnership or limited liability company action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, managers, members, as the case may be, is required. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, the Subscriber enforceable against the Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined hereinbelow) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, or managers, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.

Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants Securities being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board Board of directors or Directors, stockholders, if applicablepartners, members, as the case may be, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, constitute when executed and delivered, a valid and binding obligation of such Subscriber, Subscriber enforceable against such Subscriber in accordance with the terms thereof.