Common use of Authorization, Enforcement, Compliance with Other Instruments Clause in Contracts

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and each of the other agreements Registration Rights Agreement, (collectively, the "Closing Agreements") to issue, sell and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable perform its obligations with respect to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Units and to issue the Securities Warrant Shares in accordance with the terms hereofhereof and the Warrants and to issue the Warrant Shares upon exercise of the Warrants, in accordance with the terms and conditions of the Warrants, (ii) the execution and delivery of the Closing Agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Common Stock and the Warrants and the reservation for issuance and the issuance of the Warrant Shares upon exercise of the Warrants have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholdersshareholders, (iii) each of the Transaction Documents will be Closing Agreements have been duly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will Closing Agreements constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. Subject to the Company having in force at all material times approval from the shareholders of the Company for the directors to exercise any power of the Company to issue the Ordinary Shares: (ia) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to allot and issue the Securities Advance Shares in accordance with the terms hereof, hereof and thereof; and (iib) the execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Advance Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors. This Agreement and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Advance Notice delivered pursuant to this Agreement and such other agreement or instrument designated by the parties in writing as a Transaction Document, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction DocumentDocuments, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction DocumentDocuments, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Investor Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement and the Transaction Documents will be Investor Registration Rights Agreement, the Escrow Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents when executed Investor Registration Rights Agreement and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Agreement and to issue the Securities Preferred Stock and Investor Warrants, and, upon conversion or exercise thereof, the Conversion Shares and Warrant Shares, respectively, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement by the Company of each of the Transaction Documents (or any subsidiary) to which it is a party and the consummation by it or them of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Preferred Stock, the Conversion Shares, the Investor Warrants and the Warrant Shares and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof (whether in the event of a mandatory redemption of Preferred Stock or otherwise), have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of on or before the Transaction Documents Closing Date, this Agreement will be have been duly executed and delivered by the Company, (iv) the Transaction Documents this Agreement will, when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities (as defined below), in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority as a party to enter into and perform its obligations under this Agreement, and each the Security Agreement, the Registration Rights Agreement or any of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and to issue the Securities Notes in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective its’ Board of Directors or its its’ stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) -------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities Shares pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby Agreement (the “Transaction Documents”) and to issue the Securities Units and the underlying shares of Common Stock comprising the Unit and the shares of Common Stock issuable upon exercise of the Warrant (collectively, the “Securities”), in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, have been, or will be at the time of execution of such Transaction DocumentDocument by the Company, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remediesremedies and, with respect to any rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities shares of Common Stock contained in the Units (the “Shares”) and the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, the Warrants and the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debenture, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Warrant and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (ia) The Company has the requisite corporate power and authority to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agreement, the Repricing Warrants, and each of any related agreements (collectively, the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) "TRANSACTION AGREEMENTS"), and to issue the Securities in accordance with the terms hereof, hereof and thereof; (iib) the execution and delivery by the Company of each of this Agreement and the other Transaction Documents Agreements by the Company, and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Purchased Common Shares and the reservation for issuance and the issuance of the Repricing Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, ; (iiic) each of the Transaction Documents will be Agreements has been duly executed and delivered by the Company, ; and (ivd) each of the Transaction Documents when executed and delivered by the Company and each other party thereto will Transactions Agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations perform, as the case may be, under this Agreement, and each of the all other agreements and documents that are exhibits hereto or and thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or and thereby (the “Transaction Documents”) to which it is a party and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of DirectorsDirectors of the Company, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective the Board of Directors of the Company or its stockholdersthe shareholders of the Company, (iii) each of the Transaction Documents this Agreement, will be duly executed and delivered by the Company, (iv) the Transaction Documents this Agreement, when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designation by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents this Agreement and, when executed and delivered by delivered, the Company and each other party thereto will Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, to issue, sell and each of perform its obligations with respect to the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Series D Preferred Stock in accordance with the terms hereofhereof and the Certificate of Designation, (ii) the execution and delivery of this Agreement by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Series D Preferred Stock, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholdersshareholders, (iii) each of this Agreement and the Transaction Documents will be certificates for the Series D Preferred Stock have been duly executed and delivered by the Company, (iv) this Agreement and the Transaction Documents when executed and delivered by certificates for the Company and each other party thereto will Series D Preferred Stock constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, and (v) the Certificate of Designation will have been filed with the Secretary of State of the State of Delaware within sixty (60) days after the Closing date hereof and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and each of Escrow Agreements, the other Issuer Pledge and Escrow Agreement, and any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect (collectively the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company Company, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the Note and all other documents and agreements and documents that are exhibits hereto or thereto or are to which it is a party contemplated hereby or thereby or necessary or desirable to effect the transactions transaction contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Notes in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the any other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its subsidiaries has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each Agreement or any of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) to which it is a party and to issue the Securities Notes in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes and the reservation for issuance of the Conversion Shares have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities in accordance with the terms hereof, hereof and thereof. (iiII) the The execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholders, shareholders. (iiiIII) each of the The Transaction Documents will be have been duly and validly executed and delivered by the Company, . (ivIV) the The Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Securities, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Ordinary Shares in accordance with the terms hereofhereof and thereof. Other than any stockholder approval required for any issuance of the Ordinary Shares exceeding the Exchange Cap hereunder, (ii) the execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Ordinary Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholders, (iii) each of . This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Series A Preferred Stock, the Warrants, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities shares of Series A Preferred Stock contained in the Units (the “Shares”) and the Warrants, and Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, the Conversion Shares, the Warrants and the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Subsidiary Security Agreements, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge and each of Escrow Agreement, and any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof, (ii) the hereof and thereof. The execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Ordinary Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors (or a duly authorized and empowered committee thereof) and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholders, (iii) each of shareholders. This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the Escrow Agreement and all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “"Transaction Documents”") and to issue the Securities Convertible Debentures, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Debentures, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Subsidiary Security Agreements, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Warrants (as defined below) and each of any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) -------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Registration Rights Agreement and the Escrow Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has and Helix Wind, as applicable, each have the requisite corporate power and authority to enter into and perform its respective obligations under this Agreement, the Note, the Guaranty, the Security Agreements, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and Helix Wind, as applicable, and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities and the reservation for issuance and the issuance of the Conversion Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board and Helix Wind’s Boards of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board Helix Wind, their Boards of Directors or its their stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the CompanyCompany and Helix Wind, as applicable, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company and Helix Wind, as applicable, enforceable against the Company and Helix Wind, as applicable, in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies, and (v) the Company’s and Helix Wind’s signatory has full corporate or other requisite authority to execute the Transaction Documents and to bind the Company and Helix Wind, as applicable.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge and each of Escrow Agreement, the other Officer Pledge Agreement, and any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the execution and filing of the Certificate of Designation by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents this Agreement and, when executed and delivered by delivered, the Company and each other party thereto will Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Warrants and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares and Warrants, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares and Warrants, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Common Stock in accordance with the terms hereofhereof and thereof. Other than any stockholder approval required for any issuance of the Common Stock exceeding the Exchange Cap hereunder, (ii) the execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Common Stock) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholders, (iii) each of . This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debenture, the Security Documents, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Debenture Registration Rights Agreement, Warrant Agreement, Security Agreement, Stock Transfer Agent Agreement and the Debenture Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Subscription Agreement (collectively, the “Transaction DocumentsTRANSACTION DOCUMENTS”) ), and to issue the Securities Debentures in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the Warrant Amendment and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities Common Shares in accordance with the terms hereofthereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Common Shares and the amendment of the Warrants, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement and the Transaction Documents will be Registration Rights Agreement have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except and (iv) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generallythe Closing, the enforcement Warrant Amendment shall have been duly executed and delivered by the Company and shall constitute the valid and binding obligation of creditors’ rights and remediesthe Company enforceable against the Company in accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate trust power and authority to enter into and perform its obligations under this AgreementAgreement and any related agreements, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Trustees or a duly authorized Committee thereof and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Trustees or its stockholdersshareholders, provided, however, that each issuance of Common Stock shall need to be authorized by the Company’s Board of Trustees or a duly authorized Committee thereof, (iii) each of the Transaction Documents will be this Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement and any related agreements, assuming the Transaction Documents when executed execution and delivered delivery thereof and acceptance by the Company and each other party thereto will Investor, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies; and except to the extent that rights to indemnification and contribution may be limited or held unenforceable under applicable federal or state securities laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Warrants, the Irrevocable Transfer Agent Instructions, the Amendments and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “"Transaction Documents”") and to issue the Securities and amend the Amended Debentures in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Promissory Note, the Registration Rights Agreement (in the form attached hereto as “Exhibit B”) , and the Irrevocable Transfer Agent Instructions, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the shares of Conversion Stock, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and each of Escrow Agreement, and any related agreements (collectively the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) -------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof, hereof and thereof. (iiII) the The execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it it, of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders except, to the extent necessary, for shareholder approval of an increase in authorized capital stock. (iiiIII) each of the The Transaction Documents will be have been duly and validly executed and delivered by the Company, . (ivIV) the The Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Series D Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Series D Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement and the Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents when executed Registration Rights Agreement and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities in accordance with the terms hereof, hereof and thereof. (iiII) the The execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it it, of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholders, shareholders. (iiiIII) each of the The Transaction Documents will be have been duly and validly executed and delivered by the Company, . (ivIV) the The Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Royalty Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company Company, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Note, the Registration Rights Agreement, the Escrow Agreement and each of the all other documents and agreements and documents that are exhibits hereto or thereto or are to which it is a party contemplated hereby or thereby or necessary or desirable to effect the transactions transaction contemplated hereby or thereby (collectively the “"Transaction Documents”") and to issue the Securities Notes in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Securities, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debenture, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Warrant if issued, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares and in the event that the Warrant is issued the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the Escrow Agreement and all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Notes and the Bridge Shares (and Conversion Shares) in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes and the Bridge Shares (and the Conversion Shares) and the reservation for issuance of the Conversion Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, , the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Transaction Documents and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect consummate the transactions contemplated hereby or thereby (the “Transaction Documents”) and thereby, including to issue the Securities Securities, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of DirectorsDirectors of the Company, and no further consent action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Company, its respective Board of Directors or its stockholders, ; (iii) this Agreement has been, and at the Closing each of the other Transaction Documents will be when delivered at the Closing, duly executed and delivered by the Company, ; and (iv) this Agreement and the other Transaction Documents Documents, when executed and delivered by at the Company and each other party thereto Closing will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remediesremedies and, with respect to any rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Warrant and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remediesremedies and, with respect to any rights to indemnity or contribution contained in the Registration Rights Agreement, as such rights may be limited by state or federal laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect Irrevocable Transfer Agent Instructions (as defined in Section 8) (collectively, the transactions contemplated hereby or thereby (the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Common Shares, the Repricing Rights and the Warrants and the reservation for issuance and the issuance of the Warrant Shares and the Repricing Common Shares issuable upon exercise of the Warrants and the Repricing Rights, respectively, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholdersstockholders generally (other than the consent of the stockholders that may be required by the applicable rules of the Nasdaq Stock Market, Inc.), (iii) each this Agreement has been, and upon execution by the Company and delivery of the other Transaction Documents, such other Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents when executed this Agreement constitutes, and delivered upon execution and delivery by the Company and each of the other party thereto Transaction Documents, such other Transaction Documents will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Notes, the Warrants and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereofthereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Registration Rights Agreement, (collectively with all other documents, certificates or instruments executed and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect delivered in connection with the transactions contemplated hereby or thereby (thereby, the “Transaction Documents”) and to consummate the transactions contemplated thereby, including to issue the Securities Shares, in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company and each of its Subsidiaries party thereto of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s board of directors of the Company the (“Board of Directors”) or other applicable governing body of the Company or such Subsidiary, and no further consent action, proceeding, consent, waiver or authorization is, or will be at the time of execution of such Transaction Document, is required by or from the CompanyCompany or any such Subsidiary, its respective Board board of Directors directors or other governing body or its stockholders, respective stockholders or equity holders; (iii) this Agreement and each of the other Transaction Documents will be have been duly executed and delivered by the Company, ; and (iv) this Agreement and the other Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company and its Subsidiaries party thereto in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remediesremedies and, with respect to any rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrant, the Registration Rights Agreement, the Security Documents, and the Irrevocable Transfer Agent Instructions, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, and the Warrant Shares have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (iA) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) , and any related agreements, and to issue the Securities Debentures in accordance with the terms hereofhereof and thereof, (iiB) the execution and delivery of this Agreement, the other Transaction Documents and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Debentures and the reservation for issuance and the issuance of shares of Common Stock underlying the Debentures and the Preferred Shares have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iiiC) each of this Agreement, the other Transaction Documents will be and any related agreements have been duly executed and delivered by the Company, (ivD) this Agreement, the other Transaction Documents when executed and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company knows of no reason why the Company cannot perform any of the Company’s obligations under this Agreement, the Transaction Documents or any related agreements.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Escrow Agreement and each of the all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Ratification Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Series E Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Series E Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement and the Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents when executed Registration Rights Agreement and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Registration Rights Agreement, and the Irrevocable Transfer Agent Instructions entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the “Transaction Documents”), and each of the other agreements and documents entered into by the parties hereto that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) by this Agreement and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its subsidiaries that is party to this Agreement, has the requisite corporate power and authority to enter into and perform its obligations perform, as the case may be, under this Agreement, and each of the all other agreements and documents that are exhibits hereto or and thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or and thereby (the “Transaction Documents”) to which it is a party and to issue the Securities Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, by the Company of and each of the Transaction Documents such subsidiary and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s or such subsidiary’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the CompanyCompany or such subsidiary, its their respective Board of Directors or its their respective stockholders, (iii) each of the Transaction Documents this Agreement, will be duly executed and delivered by the CompanyCompany and each of its subsidiaries that is party thereto, (iv) the Transaction Documents this Agreement, when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company and each of its subsidiaries that is party thereto enforceable against the Company and each such subsidiary in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority Company, party to enter into and perform its obligations under any of this Agreement, and each the General Security Agreement or any of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and to issue the Securities Notes in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its respective stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Registration Rights Agreement, the Security Documents and the Irrevocable Transfer Agent Instructions, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares and the Commitment Fee Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement if demanded by the Investor or perform any of the Company’s other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof, (ii) the hereof and thereof. The execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Common Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholdersshareholders, (iii) each of subject to Section 2.01(c)(iii). This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Shares and Commitment Fee Shares in accordance with the terms hereof, (ii) the hereof and thereof. The execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholders, shareholders (iii) each of except as otherwise contemplated by this Agreement). This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the Articles of Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, and (v) prior to each of the Closing Dates, the Articles of Amendment has been filed with the Secretary of State of the State of Florida and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (iA) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) , and any related agreements, and to issue the Securities Debentures in accordance with the terms hereofhereof and thereof, (iiB) the execution and delivery of this Agreement, the other Transaction Documents and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Debentures, and the reservation for issuance of shares of Common Stock underlying the Debentures have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iiiC) each of this Agreement, the other Transaction Documents will be and any related agreements have been duly executed and delivered by the Company, (ivD) this Agreement, the other Transaction Documents when executed and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company knows of no reason why the Company cannot perform any of the Company’s obligations under this Agreement, the Transaction Documents or any related agreements.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby Warrants (collectively with this Agreement, the “Transaction Documents”) and to issue the Securities Shares, the Warrants and the Warrant Shares; collectively, the “Securities”) in accordance with the terms hereof, (ii) hereof and thereof; the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s board of directors (the “Board of Directors”), and no further consent or authorization is, or will be at the time of execution of such Transaction DocumentDocuments, required by the Company, its respective the Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) ; the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debentures, the Warrants, the Security Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, and the reservation for issuance and the issuance of the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the Company's other obligations under the Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Commitment Warrant, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Shares and the Commitment Warrant in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities Shares and the Commitment Warrant pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable Transaction Documents (as defined below) to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) which it is a party and to issue the Securities Notes and the Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents to which it is a party will be duly executed and delivered by the Company, (iv) the Transaction Documents to which it is a party when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. “Transaction Documents” means this Agreement, the Notes, or any of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and any related agreements, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Debentures, the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be this Agreement and any related agreements have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed this Agreement and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing this Agreement and any related agreements knows of no reason why the Company cannot perform any of the Company’s obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof, (ii) hereof and thereof. To its knowledge the execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Ordinary Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors (or a committee thereof) and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholders, (iii) each of shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. Subject to the Company having in force at all material times approval from the shareholders of the Company for the directors to exercise any power of the Company to issue Ordinary Shares: (ia) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to allot and issue the Securities Shares in accordance with the terms hereof, hereof and thereof; and (iib) the execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors. This Agreement and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, each Advance Notice delivered pursuant to this Agreement and such other agreement or instrument designated by the parties in writing as a Transaction Document, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof, hereof and thereof. (ii) the The execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities Investment Agreement - 9 pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholders, shareholders. (iii) each of the The Transaction Documents will be have been duly and validly executed and delivered by the Company, . (iv) the The Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate limited liability company power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or and thereby (collectively, the “Transaction Documents”) and to issue the Securities ), in accordance with the terms hereof, hereof and thereof; (ii) the execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance consummation of the Securities Merger, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, ; and (iv) each of the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remediesremedies and, with respect to any rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, any Promissory Note, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof, (ii) the hereof and thereof. The execution and delivery by the Company of each of this Agreement and the other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Common Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholdersshareholders. This Agreement, (iii) each of a Promissory Note, and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, any Promissory Notes, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Advance Warrants (as defined herein), or Warrant Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Advance Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement and the Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents when executed Registration Rights Agreement and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable Transaction Documents to effect which the transactions contemplated hereby or thereby (the “Transaction Documents”) Company is a party and to issue the Securities Shares and the Commitment Fee Shares in accordance with the terms hereof, (ii) the hereof and thereof. The execution and delivery by the Company of each of the this Agreement and such other Transaction Documents Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Securities Shares) have been, been or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board board of Directors, directors or other governing body and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board board of Directors directors or its stockholders, (iii) each of shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be be) duly executed and delivered by the CompanyCompany and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (ivor, when duly executed and delivered, will be) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Subsidiary Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, and each of the other any related agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Subscription Agreement, the Debenture Registration Rights Agreement, Warrant Agreement, Security Agreement, Stock Transfer Agent Agreement and the Debenture Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Subscription Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities Debentures in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities Debentures pursuant to this Subscription Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholdersshareholders, (iii) each of the Transaction Documents will be have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Series A Preferred Shares, the Conversion Shares, the Warrants, or the Warrant Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Series A Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement and the Transaction Documents will be Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents when executed Registration Rights Agreement and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof, hereof and thereof. (iiII) the The execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it it, of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors, or its shareholders. The reservation for issuance and the issuance of the Securities pursuant to this Agreement will require the enactment of the amendments to the Company's Articles of Incorporation discussed in Section 4 (C). The Board of Directors or its stockholdersshall enact such amendments pursuant to the procedures outlined in the Company's Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on March 2, 2006. (iiiIII) each of the The Transaction Documents will be have been duly and validly executed and delivered by the Company, . (ivIV) the The Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) any related agreements, and to issue the Securities Debentures, the Conversion Shares, the Warrants, and the Warrant Shares, in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Warrants and any related agreements by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Debentures and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of this Agreement, the Transaction Documents will be Registration Rights Agreement, the Warrants, and any related agreements have been duly executed and delivered by the Company, and (iv) this Agreement, the Transaction Documents when executed Registration Rights Agreement, the Warrants, and delivered by the Company and each other party thereto will any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries (as applicable) has the requisite corporate or other organizational power and authority to enter into execute the Transaction Documents to which it is a party, to issue and sell the Note and the Warrant pursuant hereto (in the case of the Company), and to perform its obligations under the Transaction Documents to which it is a party, including issuing the Investor Shares on the terms set forth in this Agreement, and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof, (ii) the . The execution and delivery by the Company of each of the Transaction Documents by the Company and, as applicable, its Subsidiaries and the consummation by it of the transactions contemplated hereby issuance and thereby, including, without limitation, the issuance sale of the Securities by the Company pursuant hereto, including without limitation the reservation of the Investor Shares for future insuance, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s Board of Directors, Directors and any similar governing body of a Subsidiary and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its Subsidiaries, their respective Board of Directors or its stockholdersother governing bodies, (iii) each of the their respective stockholders or any other Person in connection therewith. The Transaction Documents will be have been duly and validly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other Obligors party thereto will and constitute the valid and binding obligations of the Company each Obligor, enforceable against the Company such Obligor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities ---------------------- in accordance with the terms hereof, hereof and thereof. (iiII) the The execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholders, shareholders. (iiiIII) each of the The Transaction Documents will be have been duly and validly executed and delivered by the Company, . (ivIV) the The Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement and the Registration Rights Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Securities Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, and (iv) the Transaction Documents this Agreement and, when executed and delivered by delivered, the Company and each other party thereto will Transaction Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The CMT and the Company has each have the requisite corporate power and authority to enter into and perform its obligations under this Agreement, a Term Sheet, an Assignment Agreement, and each a Content License by and among Buyer, Company and CMT, all of even date herewith, the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect (collectively the transactions contemplated hereby or thereby (the “"Transaction Documents”") and to issue the Securities Shares in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery of the Assignment Agreement by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Shares have been, or will be at the time of execution of such Transaction Document, been duly authorized by the CMTs and the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by CMT, the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents Assignment Agreement has been, or will be as of Closing, duly executed and delivered by the Company, (iv) there are no rights of first refusal or contractual preemptive rights existing with respect to the Transaction Documents when executed Shares , and delivered by (v) the Company and each other party thereto will constitute Assignment Agreement constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Convertible Debenture, the Security Documents, the Xxxx of Sale, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively the “Transaction Documents”) and to issue the Securities in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Securities, the reservation for issuance and the issuance of the Conversion Shares, have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be have been duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and each of the Escrow Agreement and all other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (collectively the “Transaction Documents”) to which it is a party and to issue the Securities Notes (and the Common Stock, including the Common Stock underlying the Conversion Warrants and Conversion Unit Warrants) in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes (and the Common Stock, including the Common Stock underlying the Conversion Warrants and Conversion Unit Warrants) and the reservation for issuance of the Conversion Shares have been, or will be at the time of execution of such Transaction Document, been duly authorized by the Company’s Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Warrants and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents”) and to issue the Securities Notes and the Warrants, and the Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereofhereof and thereof, (ii) the execution and delivery by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities Notes, the Conversion Shares, the Warrants and the Warrant Shares, have been, or will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its respective Board of Directors or its stockholders, (iii) each of the Transaction Documents will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general by: (A) judicial principles limiting the availability of equity specific performance, injunctive relief, and other equitable remedies or applicable (B) bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or other similar laws now or hereafter in effect generally relating to, to or affecting generally, the enforcement of creditors’ rights and remediesrights.

Authorization, Enforcement, Compliance with Other Instruments. (iI) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and each of the other agreements and documents that are exhibits entered into by the parties hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect in connection with the transactions contemplated hereby or thereby by this Agreement (collectively, the “"Transaction ----------- Documents”) "), and to issue the Securities in accordance with the terms hereof, hereof and ----- thereof. (iiII) the The execution and delivery by the Company of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been, or will be at the time of execution of such Transaction Document, been duly and validly authorized by the Company’s 's Board of Directors, Directors and no further consent or authorization is, or will be at the time of execution of such Transaction Document, is required by the Company, its respective Board of Directors Directors, or its stockholders, shareholders. (iiiIII) each of the The Transaction Documents will be have been duly and validly executed and delivered by the Company, . (ivIV) the The Transaction Documents when executed and delivered by the Company and each other party thereto will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.