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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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, fraudulent conveyance, 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 Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Subsidiary Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge and Escrow Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, Certificate of Designations of the Series D Preferred Shares (the "Certificate of Designations") and the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements Agreement (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and Series D Preferred Shares and, upon authorization in the Certificate of Incorporation, the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures the Conversion Series D Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders other than the amendment of the Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Company to cover the issuance of the Conversion Shares, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement, and the Escrow Agreement 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. The authorized officer of Buyers have brought the Company executing Stockholders Agreement to 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 attention 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementSecurity Deed, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Warrant and any related agreements (collectively the "other documents or instruments in connection herewith(the “Transaction Documents"”) and to issue the Convertible Debentures Units, the underlying Ordinary Shares and Warrants comprising the Unit and the Conversion Ordinary Shares issuable upon exercise of the Warrant (collectively, the “Securities”), in accordance with the terms hereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofSecurities, have been been, or will be at the time of execution of such Transaction Document by the Company, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders, ; (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed 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 remedies and, with respect to any rights to indemnity or contribution contained in the Transaction Documents knows of no reason why the Company cannot file the registration statement Documents, as required under the Investor Registration Rights Agreement such rights may be limited by state or perform any of the Company's other obligations under federal laws or public policy underlying such documentslaws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Agreement and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Convertible Debentures Series B Preferred Shares, the Conversion Shares, and cause to be issued the Warrants, and the Conversion Warrant Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related 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 Convertible Debentures Series B Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and 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 , and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Georgia and will be in full force and effect, enforceable against 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 documentsin 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 AgreementWarrants, the Escrow Agreement, Agreement and each of the Company Pledge Agreement, other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the Wilcoxon Pledge Agreement, and any related agreements transactions contemplated hereby or thereby (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Securities, the Ordinary Shares issuable upon exercise of the Warrants (the “Warrant Shares”), and the Conversion Shares securities issuable to the Placement Agent in accordance with the terms hereof 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 Convertible Debentures Securities, the Conversion Warrant Shares and the reservation for issuance and securities issuable to the issuance of the Conversion Shares issuable upon conversion or exercise thereofPlacement Agent, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's Board ’s board of Directors directors (the “Board”), and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholdersshareholders, provided however that with respect to any subscription and/or Closing to made under this Agreement by a Subscriber which is qualified as a controlling shareholder or controlling shareholders of the Company (in accordance with the terms of the Israeli Companies Law 5759-1999 and the applicable rules and regulations thereunder (the “Companies Law”)) with an interest respect to the transactions contemplated by this Agreement, will also have to be approved by the audit committee of the Company and the Company’s shareholders in accordance with the Companies Law, (iii) each of the Transaction Documents have been 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 (regardless of whether such enforceability is considered a proceeding at law or in equity), or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies now or hereafter in effect, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under applicable securities laws. The authorized officer Transaction Documents have been prepared in conformity with all applicable laws and in compliance with Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of all other rules and regulations of the Securities and Exchange Commission related to offerings of the type contemplated by the Offering and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be offered and sold. Assuming the accuracy of the representations and warranties of the Subscribers contained in Section 5(a) through 5(c) hereof, the Securities will be offered and sold pursuant to the registration exemption provided by Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of any applicable state securities laws. To the knowledge of the Company, the Transaction Documents do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent the Offering is conducted on a Regulation D basis (i) none of Company, nor to the knowledge of the Company, any of its directors, executive officers, other officers of the Company executing participating in the Transaction Documents knows Offering, any beneficial owner of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement 20% or perform any more of the Company's other ’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each an “Issuer Covered Person”) is subject to any “Bad Actor” disqualifications described in Rule 506 (d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”), (ii) the Company has exercised reasonable care to determine whether any Issuer Covered person is subject to a Disqualification Event and (iii)the Company has complied, to the extent applicable, with its disclosure obligations under such documentsRule 506(e).

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 7(a)(x)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement"TRANSACTION DOCUMENTS"), and any related agreements (collectively to issue, sell and deliver the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or thereof and the Warrant Shares issuable upon exercise thereofof the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why Designations 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 cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documentsin 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 Warrants and the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement"TRANSACTION DOCUMENTS"), the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Debentures the Conversion Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or of the Preferred Shares and the Warrant Shares issuable upon exercise thereof, of the Warrants) have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, ; (iii) the Transaction Documents have been duly executed and delivered by the Company, ; (iv) the 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. The authorized officer ; and (v) prior to the Closing Date, the Certificate of Designations will have been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Delaware and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Pledge, Escrow Agreement, the Wilcoxon Pledge AgreementWarrant, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Notes, the Warrants, the Registration Rights Agreement, the Security Agreement, the Investor Registration Rights Agreement, Escrow Agreement and each of the Irrevocable Transfer Agent Agreement, other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the Escrow Agreement, transactions contemplated hereby or thereby (the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and Notes, the Warrants, the Placement Agent Warrants, the Conversion Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) and the Placement Agent Warrants (the “Placement Agent Warrant Shares”), in accordance with the terms hereof 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 Convertible Debentures Notes, the Conversion Shares Shares, the Warrants, the Warrant Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofPlacement Agent Warrant Shares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is 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 have been 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. 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5), the Escrow AgreementNotes, the Company Pledge AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Notes and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders (except such stockholder approval as may be required for the issuance of a number of shares of Common Stock which is greater than 20% of the number of shares outstanding on the Initial Closing Date pursuant to the rules of the Nasdaq National Market), (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents 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. 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 Security AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related agreements (collectively the "Transaction DocumentsTRANSACTION DOCUMENTS") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, ; (ii) the execution and delivery 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 Convertible Debentures and the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, ; (iii) the Transaction Documents have been duly executed and delivered by the Company, ; (iv) the 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. The authorized officer officer(s) 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementAgreements, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5), the Escrow AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement"TRANSACTION DOCUMENTS"), the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery 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, thereby (including without limitation, limitation the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, except for, if required by the Principal Market (as defined below), approval by its stockholders prior to the issuance of a number of shares of Common Stock equal to or in excess of 20% of the number of shares of Common Stock outstanding immediately prior to the Initial Closing Date; (iii) the Transaction Documents have been duly executed and delivered by the Company, ; (iv) the 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; and (v) prior to each of the Closing Dates, the Articles of Amendment have 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. The authorized officer "PRINCIPAL MARKET" shall mean the securities or trading market upon which the Common Stock is listed or quoted provided that such market is one of the Company executing following: the Transaction Documents knows of no reason why over-the-counter market on the Company cannot file electronic bulletin board (the registration statement as required under the Investor Registration Rights Agreement "OTC"), The Nasdaq SmallCap Market, The Nasdaq National Market, The American Stock Exchange, Inc. or perform any of the Company's other obligations under such documents.The New York Stock Exchange, Inc.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, and the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement"TRANSACTION DOCUMENTS"), the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures the Conversion Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq SmallCap Market or the Nasdaq National Market, as applicable, for the issuance of a number of Conversion Shares greater than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Initial Issuance Date), (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Agreement and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement, the Escrow Agreement, the Irrevocable Transfer Agent Instructions, and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Transaction Documents Investor Registration Rights Agreement, the Escrow Agreement, and the Irrevocable Transfer Agent Instructions and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Investor Registration Rights Agreement and 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 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 this Agreement, Agreement and the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures Series A Preferred Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Transaction Documents Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures the Conversion Series A Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, except that, as provided in the Certificate of Designations, the issuance of certain Conversion Shares may be restricted in the absence of stockholder approval in accordance with Rule 4460(i) promulgated by the NASD, (iii) this Agreement and the Transaction Documents Registration Rights Agreement have been duly executed and delivered by the Company, (iv) this Agreement and the Transaction Documents Registration Rights Agreement 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 , and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Delaware and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Agreement and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Convertible Debentures Series A Preferred Shares, the Conversion Shares, the Warrants, and the Conversion Shares Warrant Shares, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related 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 Convertible Debentures Series A Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and 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 , and (v) prior to the Closing Date, the Articles of Amendment has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Colorado and will be in full force and effect, enforceable against 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 documentsin 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 and to cause HYD and Trendsetter to enter into and perform its obligation under the Security Documents, (ii) the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security AgreementNotes, the Investor Registration Rights AgreementWarrants, the Irrevocable Transfer Agent AgreementInstructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively and together with the Security Documents, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the Company has caused the execution and delivery of the Security Documents by Trendsetter to be duly authorized by Trendsetter’s Board of Directors and no further consent or authorization is required by Trendsetter, its Board of Directors or its stockholder, (iii) the Company has caused the execution and delivery of the Security Documents by HYD to be duly authorized by HYD’s Board of Directors and no further consent or authorization is required by HYD, its Board of Directors or its stockholder, (iv) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iiiv) the Company has caused the Security Agreement and Guaranties to be duly executed by and delivered by HYD and Trendsetter and will cause the Mortgage to be duly executed and delivered by Trendsetter, (v) the Transaction Documents have been duly executed and delivered by the Company, (ivvi) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company Company, HYD or Trendsetter cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other their respective obligations under such documentsthe 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 Note, the Stock Pledge Agreement, the Irrevocable Transfer Agent Instructions, the Warrant, the Convertible Debentures, the Default Warrants, the Security Agreement, the Investor Registration Rights Agreement, and each of the Irrevocable Transfer Agent Agreement, other agreements entered into by the Escrow Agreement, parties hereto in connection with the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements transactions contemplated by this Agreement (collectively the "“Transaction Documents"Agreements”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents Agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents Agreements have been duly executed and delivered by the Company, (iv) the Transaction Documents 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 the Transaction Documents Agreements knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe Transaction Agreements.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, Agreement and the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue issue, sell and perform its obligations with respect to the Convertible Debentures Series B Preferred Shares and the Conversion Shares in accordance with the terms hereof and thereofthe Certificate of Designation and to issue the Conversion Shares upon conversion of the Series B Preferred Shares in accordance with the Certificate of Designation, (ii) the execution and delivery of this Agreement and the Transaction Documents Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures the Conversion Series B Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement, the Transaction Documents Registration Rights Agreement and the certificates for the Series B Preferred Shares have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and the certificates for the Series B Preferred Shares 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 , and (v) prior to the Closing Date, the Certificate of Designation will have been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Minnesota and will be in full force and effect, enforceable against the Company cannot file in accordance with 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 registration statement as required under the Investor Registration Rights Agreement or perform any enforcement of the Company's other obligations under such documentscreditors' 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 AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions (if and when executed and delivered in accordance with Section 5 hereof), and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly Documents, when executed and delivered by the Company, (iv) the Transaction Documents shall 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Amended and Restated Security Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction DocumentsTRANSACTION DOCUMENTS") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debentures. the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security AgreementNotes, the Investor Certificate of Designations, the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Pledge and Escrow Agreement, the Wilcoxon Officer Pledge and Escrow Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "other Transaction Documents") Documents and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, ADSs) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors its shareholders, any court or its stockholdersother federal, state, local or other governmental authority or other Person, other than filings required by the Israeli Securities Authority, the Tel Aviv Stock Exchange (iiithe “TASE”) and the Israeli Registrar of Companies and (vi) the approval of the TASE for the issuance of the ADSs (collectively, the “Required Approvals”). This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will 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 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. The authorized officer “Transaction Documents” means, collectively, this Agreement and each 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 other agreements and instruments entered into or perform delivered by any of the Company's other obligations under such documentsparties 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, Agreement and the Escrow Agreement, Agreement and all other documents necessary or desirable to effect the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements transactions contemplated hereby (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Notes, the Bridge Warrants, the Bridge Warrant Shares and the Bridge Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Notes, the Bridge Warrants, the Bridge Warrant Shares and the Bridge Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) and the reservation for issuance of the Bridge Warrant Shares issuable upon exercise of the Bridge Warrants (and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares), have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed 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 and each of its Subsidiaries (as applicable) has the requisite corporate power or limited liability company power, as the case may be, and authority to enter into execute the Transaction Documents to which it is a party, to issue and perform this Agreement, sell the Security Agreement, Note and the Investor Registration Rights Agreement, Warrants pursuant hereto (in the Irrevocable Transfer Agent Agreement, case of the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementCompany), and any related agreements (collectively to perform its obligations under the "Transaction Documents") and Documents to issue which it is a party, including issuing the Convertible Debentures and the Conversion Warrant Shares in accordance with on the terms hereof and thereof, (ii) the set forth in this Agreement upon receipt of Exchange Approval. The execution and delivery 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 Convertible Debentures the Conversion Shares and the reservation for issuance its Subsidiaries and the issuance and sale of the Conversion Securities by the Company pursuant hereto, including without limitation the reservation of the Warrant Shares issuable upon conversion or exercise thereoffor future issuance, have been duly and validly authorized by the Company's ’s Board of Directors and any similar governing body of a Subsidiary and no further consent or authorization is required by the Company, its Board Subsidiaries, their respective Boards of Directors or its stockholdersother governing bodies, the Company’s stockholders or any other Person in connection therewith other than the Company’s receipt of Exchange Approval, which the Company expects to have within fourteen (iii14) days from the Closing Date. The Transaction Documents have been duly and validly executed and delivered by the Company, (iv) the Transaction Documents Company and its Subsidiaries party thereto and constitute the valid and binding obligations of the Company and its Subsidiaries (as applicable), enforceable against the Company such parties 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. 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, Escrow Agreement and each of the Escrow Agreement, other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the Company Pledge Agreement, transactions contemplated hereby or thereby (the Wilcoxon Pledge Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof 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 Convertible Debentures Securities have been, or will be at the Conversion Shares and the reservation for issuance and the issuance time of the Conversion Shares issuable upon conversion or exercise thereofexecution of such Transaction Document, have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”), and no further consent or authorization is is, or will be at the time of execution of such Transaction Documents, required by the Company, its respective Board of Directors or its stockholders, ; (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed 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 remedies and, with respect to any rights to indemnity or contribution contained in 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 Agreement, as such rights may be limited by state or perform any of the Company's other obligations under federal laws or public policy underlying such documentslaws.

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 AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, Agreement and each of the Company Pledge Agreement, other agreements entered into by the Wilcoxon Pledge Agreement, and any related agreements parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe 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 AgreementNotes, the Investor Registration Rights AgreementWarrants, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementSecurity Documents, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors (“Board of Directors”) and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’s obligations under such documents.the Transaction Documents. Securities Purchase Agreement

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Escrow Shares Escrow Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures Debentures, the Escrow Shares, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debentures, the Escrow Shares, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5), the Escrow AgreementNotes, the Company Pledge AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Notes and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement"TRANSACTION DOCUMENTS"), the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Statement of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Statement of no reason why Designations has been filed with the Secretary of State of the State of Texas and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, Agreement and the Escrow Agreement, Agreement and all other documents necessary or desirable to effect the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements transactions contemplated hereby (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Notes, the Bridge Warrants, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Notes, the Bridge Warrants, 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 duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, other than the Stockholder Approval and such approvals and authorizations which will be sought by the Company and obtained prior to Closing, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security AgreementRegistration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Investor Registration Rights Agreement"TRANSACTION DOCUMENTS"), the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents Documents, the Certificate of Designations and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents and the Warrants have been duly executed and delivered by the Company, (iv) the Transaction Documents and the Warrants 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 , and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Delaware and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") Agreement and to issue the Convertible Debentures and Preferred Stock, the Warrants, and, upon conversion or exercise thereof, the Conversion Shares and Warrant Shares, respectively, in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents this Agreement by the Company (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 Convertible Debentures Restricted Shares, the Preferred Stock, the Conversion Shares, the 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 thereofthereof (whether in the event of a mandatory redemption of Preferred Stock or otherwise), have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) on or before the Transaction Documents Closing Date, this Agreement will have been duly executed and delivered by the Company, (iv) the Transaction Documents this Agreement will, when executed and delivered 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge and Escrow Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Debenture and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debenture, the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements including the Warrant to Purchase Common Stock dated the date hereof (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Insider Pledge and Escrow Agreement, the Wilcoxon Pledge and Escrow Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Warrants, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and 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 Convertible Debentures the Conversion Shares and the reservation for issuance and Preferred Shares, the issuance of the Conversion Shares issuable upon conversion or exercise thereof, the issuance of the Warrants and the issuance of the Warrant Shares upon exercise thereof have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents and the Certificate of Designation have been duly executed and delivered by the Company, (iv) each of the Transaction Documents constitute the constitutes a valid and binding obligations obligation of the Company 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. The authorized officer , and (v) prior to the Closing Date, the Certificate of Designation will be filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Delaware and will be in full force and effect, enforceable against 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 documentsin 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 AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementMortgage, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe 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 the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, other Transaction Documents to which the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") is a party and to issue the Convertible Debentures Shares and the Conversion Commitment Fee Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, Commitment Fee Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors or other governing body and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, (iii) shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will 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 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. The authorized officer “Transaction Documents” means this Agreement, the Note Purchase Agreement (the “Note Purchase Agreement”) of even date herewith among the Company, the Subsidiaries and the Investor, and other Transaction Documents as such term is defined in the Note Purchase Agreement, and each 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 other agreements and instruments entered into or perform delivered by any of the Company's other obligations under such documentsparties 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 this Agreement, the Security AgreementWarrants, the Investor Registration Rights Agreement, and the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement"TRANSACTION DOCUMENTS"), the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofexercise, as the case may be) have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, except for, if required by NYSE, approval by its stockholders prior to the issuance of a number of shares of Common Stock equal to or in excess of 20% of the number of shares of Common Stock outstanding immediately prior to the Initial Closing Date; (iii) the Transaction Documents have been duly executed and delivered by the Company, ; (iv) the 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. The authorized officer ; and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, Warrant to Purchase Common Stock and each of the Escrow Agreementother agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures the Conversion Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer , and (v) prior to the Closing Date, the Articles of Amendment has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Florida and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement"TRANSACTION DOCUMENTS"), the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures the Conversion Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why 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 cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Security Agreement, the Wilcoxon Pledge Subsidiary Security Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debentures, the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction DocumentsTRANSACTION DOCUMENTS") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5), the Escrow AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the execution and filing of the Statement of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Executive Committee of the Company's Board of Directors which authority has been duly delegated to the Executive Committee by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the . The Transaction Documents have been duly executed and delivered by the Company. This Agreement and the Registration Rights Agreement and, (iv) when executed and delivered, the other Transaction Documents 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. 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5), the Escrow AgreementExchange Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery 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 Convertible Debentures the Conversion Shares Exchange Warrants and the reservation for issuance and the issuance of the Conversion Exchange Warrant Shares issuable upon conversion or exercise thereof, have been duly authorized by the Executive Committee of the Company's Board of Directors which authority has been duly delegated to the Executive Committee by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the . The Transaction Documents have been duly executed and delivered by the Company. This Agreement and, (iv) when executed and delivered, the other Transaction Documents 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. 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 the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "other Transaction Documents") Documents and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Debentures the Conversion Ordinary Shares and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion or exercise thereof, of the Warrants) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors or other governing body and no further filing, consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, (iii) shareholders other than an amendment to the Company’s articles of organization to reflect its change from a privately traded company to a publicly traded company. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will 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 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. The authorized officer “Transaction Documents” means, collectively, this Agreement, the Warrants, and each 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 other agreements and instruments entered into or perform delivered by any of the Company's other obligations under such documentsparties 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, to issue, sell and perform its obligations with respect to the Security AgreementSeries B Preferred Stock in -3- accordance with the terms hereof, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") Certificate of Designation and to issue the Convertible Debentures and the Conversion Shares upon conversion of the Series B Preferred Stock in accordance with the terms hereof and thereofCertificate of Designation, (ii) the execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures the Conversion Shares and the reservation for issuance Series B Preferred Stock and the issuance of the Conversion Shares issuable upon conversion or exercise thereofof the Series B Preferred Stock in accordance with the terms of the Certificate of Designation, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement and the Transaction Documents certificates for the Series B Preferred Stock have been duly executed and delivered by the Company, (iv) this Agreement and the Transaction Documents certificates for the Series B 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. The authorized officer , and (v) the Certificate of Designation will have been filed with the Secretary of State of the Company executing State of Delaware within thirty (30) days after the Transaction Documents knows of no reason why Closing date hereof and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Escrow Shares Escrow Agreement and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures Debentures, the Escrow Shares, the Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debentures, the Conversion Shares and the Escrow Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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, to issue, sell and perform its obligations with respect to the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Series B Preferred Stock in accordance with the terms hereof hereof, the Certificate of Designation and thereofto issue the Conversion Shares upon conversion of the Series B Preferred Stock in accordance with the Certificate of Designation, (ii) the execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures the Conversion Shares and the reservation for issuance Series B Preferred Stock and the issuance of the Conversion Shares issuable upon conversion or exercise thereofof the Series B Preferred Stock in accordance with the terms of the Certificate of Designation, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement and the Transaction Documents certificates for the Series B Preferred Stock have been duly executed and delivered by the Company, (iv) this Agreement and the Transaction Documents certificates for the Series B 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. The authorized officer , and (v) the Certificate of Designation will have been filed with the Secretary of State of the Company executing State of Delaware within thirty (30) days after the Transaction Documents knows of no reason why Closing date hereof and will be in full force and effect, enforceable against 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 documentsin 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 Notes, the Warrants, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe 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 AgreementInstructions (as defined in Section 5), the Escrow AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") ), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Amendment by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents 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. The authorized officer , and (v) prior to the Closing Date, the Certificate of Amendment will have been filed with Secretary of State of the Company executing the Transaction Documents knows Sate 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 documentsNew York and will be in full force and effect.

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 AgreementInstructions (as defined in Section 5), the Escrow AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement"TRANSACTION DOCUMENTS"), the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of 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 Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementSecurity Agreements, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Subsidiary Security Agreements, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security AgreementDebentures, the Investor Registration Rights AgreementWarrants, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, Amendments and each of the Company Pledge Agreement, other agreements entered into by the Wilcoxon Pledge Agreement, and any related agreements parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Securities and amend the Amended Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security AgreementJunior Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, Agreement and each of the Irrevocable Transfer Agent Agreement, other agreements entered into by the Escrow Agreement, parties hereto in connection with the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, other than the Stockholder Approval and such approvals and authorizations which will be sought by the Company and obtained prior to Closing, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementSecured Convertible Debentures, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Security Agreement and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Secured Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Investor Registration Rights Agreement, the Escrow Agreement, the Security Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Secured Convertible Debentures and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofShares, have been duly authorized by the Company's Board of Directors and except for shareholder approval of an increase in the authorized Common Stock of the Company, no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Investor Registration Rights Agreement, the Secured Convertible Debentures, the Escrow Agreement, the Security Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Investor Registration Rights Agreement, the Secured Convertible Debentures, the Escrow Agreement, the Security Agreement and 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 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge and Escrow Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures the Conversion Shares and and, except for the shareholder authorization the Company must seek to provide additional authorized, but unissued shares of Common Stock as the Company presently has insufficient shares of Common Stock authorized to permit the issuance of Conversion Shares or Warrant Shares (the “Share Authorization”), the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Security Agreement, the Irrevocable Transfer Agent Instructions (as defined herein) and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofof the Royalty, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Transaction Documents Security Agreement, the Irrevocable Transfer Agent Instructions and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Security Agreement, the Irrevocable Transfer Agent Instructions and 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, the Transaction Documents Security Agreement, the Irrevocable Transfer Agent Instructions and any related agreements 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Pledge and Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementMemorandum of Security Interest, and any related agreements (collectively the "Transaction DocumentsTRANSACTION DOCUMENTS") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Agreement and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Convertible Debentures Series C Preferred Shares, the Conversion Shares, the Warrants, and the Conversion Warrant Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related 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 Convertible Debentures Series C Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and 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 , and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Delaware and will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, Agreement and the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreementto issue, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, sell and any related agreements (collectively the "Transaction Documents") and perform its obligations with respect to issue the Convertible Debentures Note and the Conversion Shares Warrants in accordance with the terms hereof hereof, and thereofto issue the Conversion Shares and the Warrant Shares upon conversion of the Convertible Note and the exercise of the Warrants, respectively, in accordance with the Convertible Note and the Warrants, respectively, (ii) the execution and delivery of this Agreement, the Transaction Documents Convertible Note, the Warrants and the Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Convertible Debentures Note and the Conversion Shares Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or of the Convertible Note and the Warrant Shares upon exercise thereof, of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Transaction Documents Registration Rights Agreement, the Convertible Note and the Warrants have been duly executed and delivered by the Company, and (iv) this Agreement, the Transaction Documents Registration Rights Agreement, the Convertible Note and the Warrants 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 this Agreement, the Security Registration Rights Agreement, the Investor Registration Rights The Escrow Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow AgreementClass A Warrants, the Company Pledge AgreementClass B Warrants (collectively, the Wilcoxon Pledge Agreement"WARRANTS") and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, and any related agreements (collectively the "Transaction DocumentsTRANSACTION I)OCUMENTS") ), and to issue the Convertible Debentures Shares and the Conversion Shares Warrants in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Convertible Debentures the Conversion Shares and limitation the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofand the Warrants pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, Company and (iv) the 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Agreement and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Convertible Debentures Series A Preferred Shares and the Conversion Shares Shares, the Warrants (as defined herein below), or shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related 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 Convertible Debentures Series A Preferred Shares, the Conversion 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and 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 , and (v) prior to the Closing Date, the Certificate of Determination will have been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why California and will be in full force and effect, enforceable against 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 documentsin 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, Agreement and the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "other Transaction Documents") Documents and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof. Other than any stockholder approval required for any issuance of the Common Shares exceeding the Exchange Cap hereunder, (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, Common Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, (iii) . This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will 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 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. The authorized officer “Transaction Documents” means, collectively, this Agreement and each 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 other agreements and instruments entered into or perform delivered by any of the Company's other obligations under such documentsparties 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 Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures Agreement and the Conversion Shares Warrants, to issue, sell and perform its obligations with respect to the Preferred Stock and the Warrants in accordance with the terms hereof hereof, the Certificate of Designation and thereofthe Warrants, as applicable, and to issue the Conversion Shares and the Warrant Shares upon conversion of the Preferred Stock and the exercise of the Warrants, respectively, in accordance with the Certificate of Designation and the Warrants, respectively, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures Preferred Stock and the Conversion Shares Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or of the Preferred Stock in accordance with the terms of the Certificate of Designation and the Warrant Shares upon exercise thereof, of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement, the Transaction Documents Registration Rights Agreement, the certificates for the Preferred Stock and the Warrants have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement, the certificates for the Preferred Stock and the Warrants 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 , and (v) prior to the Closing Date, the Certificate of Designation will have been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why Missouri and will be in full force and effect, enforceable against 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 documentsin 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 AgreementWarrants, the Escrow Agreement, Agreement and each of the Company Pledge Agreement, other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the Wilcoxon Pledge Agreement, and any related agreements transactions contemplated hereby or thereby (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Securities, the Ordinary Shares issuable upon exercise of the Warrants (the “Warrant Shares”), and the Conversion Shares securities issuable to the Placement Agent in accordance with the terms hereof 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 Convertible Debentures Securities, the Conversion Warrant Shares and the reservation for issuance and securities issuable to the issuance of the Conversion Shares issuable upon conversion or exercise thereofPlacement Agent, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's Board ’s board of Directors directors (the “Board”), and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholdersshareholders, provided however that with respect to any subscription and/or Closing to made under this Agreement by a Subscriber which is qualified as a controlling shareholder or controlling shareholders of the Company (in accordance with the terms of the Israeli Companies Law 5759-1999 and the applicable rules and regulations thereunder (the “Companies Law”)) with an interest respect to the transactions contemplated by this Agreement, will also have to be approved by the audit committee of the Company and the Company’s shareholders in accordance with the Companies Law, (iii) each of the Transaction Documents have been 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 (regardless of whether such enforceability is considered a proceeding at law or in equity), or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remediesremedies now or hereafter in effect, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under applicable securities laws. The authorized officer Transaction Documents have been prepared in conformity with all applicable laws and in compliance with Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of all other rules and regulations of the Securities and Exchange Commission related to offerings of the type contemplated by the Offering and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be offered and sold. Assuming the accuracy of the representations and warranties of the Subscribers contained in Section 5(a) through 5(c) hereof, the Securities will be offered and sold pursuant to the registration exemption provided by Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of any applicable state securities laws. To the knowledge of the Company, the Transaction Documents do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent the Offering is conducted on a Regulation D basis (i) none of Company, nor to the knowledge of the Company, any of its directors, executive officers, other officers of the Company executing participating in the Transaction Documents knows Offering, any beneficial owner of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement 20% or perform any more of the Company's other ’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each an “Issuer Covered Person”) is subject to any “Bad Actor” disqualifications described in Rule 506 (d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”), (ii) the Company has exercised reasonable care to determine whether any Issuer Covered person is subject to a Disqualification Event and (iii) the Company has complied, to the extent applicable, with its disclosure obligations under such documentsRule 506(e).

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 AgreementInstructions (as defined in Section 5), the Escrow AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement"TRANSACTION DOCUMENTS"), the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate 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 Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders (except such stockholder approval as may be required by AMEX for the issuance of a number of shares of Common Stock which is greater than 19.99% of the number of shares outstanding on the Initial Closing Date), (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents 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. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why Amendment will have been filed with the Secretary of State of the State of New York and will be in full force and effect, enforceable against 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 documentsin 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 AgreementWarrants, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, Escrow Agreement and each of the Escrow Agreement, other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the Company Pledge Agreement, transactions contemplated hereby or thereby (the Wilcoxon Pledge Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures shares of Common Stock contained in the Units (the “Shares”), the Warrants, and the Conversion Shares shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in accordance with the terms hereof 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 Convertible Debentures Shares, the Conversion Shares Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been been, or will be at the time of execution of such Transaction Document, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is 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 have been 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Shares Escrow Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Debentures, the Escrow Shares, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debentures, the Escrow Shares, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Officer Pledge and Escrow Agreement, the Wilcoxon Pledge AgreementWarrant, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, Escrow Agreement and all other documents necessary or desirable to effect the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements transactions contemplated hereby (collectively the "“Transaction Documents"”) to which it is a party and to issue the Convertible Debentures Units, including the PPO Warrants and the Conversion Shares Broker Warrants (and the Common Stock, including the Common Stock underlying the Units, the PPO Warrants and the Broker Warrants) in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Units (and the Conversion Shares Common Stock, including the Common Stock underlying the Units, PPO Warrants and Broker Warrants) and the reservation for issuance and the issuance of the Conversion PPO Warrant Shares issuable upon conversion or exercise thereof, and Broker Warrant Shares have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "“Transaction Documents") ”), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents 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. 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 Security AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementMortgage, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's Board of Directors (the "Board") and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Agreement in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the 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 duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors Directors, or its stockholdersshareholders, (iii) the Transaction Documents have Agreement has been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute Agreement constitutes 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. . i. The authorized officer execution and delivery of this Agreement shall not alter any prior written agreements between the Company and the Holder, with the sole exception of the Company executing Note of the Transaction Documents knows same amount dated January 16, 2007, which shall be deemed void upon the execution of this Note.There are no reason why disagreements of any kind presently existing, or reasonably anticipated by the Company cannot file to arise, between the registration statement as required under Company and the Investor Registration Rights Agreement accountants, auditors and lawyers formerly or perform any of presently employed by the Company's other obligations under , including but not limited to disputes or conflicts over payment owed to such documentsaccountants, auditors or lawyers.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, and the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement"TRANSACTION DOCUMENTS"), the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents Documents, the Warrants and the Articles Supplementary by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Convertible Debentures Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders unless otherwise herein provided for, (iii) the Transaction Documents and the Warrants have been duly executed and delivered by the Company, (iv) the Transaction Documents and the Warrants 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 , and (v) prior to the Initial Closing Date, the Articles Supplementary will be filed with the Secretary of State of the Company executing State of Maryland and prior to each of the Transaction Documents knows of no reason why Closing Dates will be in full force and effect, enforceable against 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 documentsin 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 this Agreement, the Security AgreementDocuments, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementConvertible Debentures, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Agreement and any related agreements (collectively the "Transaction Documents") agreements, and to issue the Convertible Debentures Series A Preferred Shares and the Conversion Shares Shares, the Warrants (as defined hereinbelow), or shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents Registration Rights Agreement and any related 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 Convertible Debentures Series A Preferred Shares and the Conversion Shares 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement and the Transaction Documents Registration Rights Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents Registration Rights Agreement and 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 , and (v) prior to the Closing Date, the Certificate of Designations substantially in the form attached hereto as Exhibit A has been filed with the Secretary of State of the Company executing the Transaction Documents knows State of no reason why New Jersey and will be in full force and effect, enforceable against 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 documentsin 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 Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Warrant and any related agreements other documents or instruments in connection herewith (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Units, the underlying Ordinary Shares and Warrants comprising the Unit and the Conversion Ordinary Shares issuable upon exercise of the Warrant (collectively, the “Securities”), in accordance with the terms hereof 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 Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofSecurities, have been been, or will be at the time of execution of such Transaction Document by the Company, duly authorized by the Company's ’s Board of Directors Directors, and no further consent or authorization is is, or will be at the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders, ; (iii) each of the Transaction Documents have been will be duly executed and delivered by the Company, ; and (iv) the Transaction Documents when executed 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 remedies and, with respect to any rights to indemnity or contribution contained in the Transaction Documents knows of no reason why the Company cannot file the registration statement Documents, as required under the Investor Registration Rights Agreement such rights may be limited by state or perform any of the Company's other obligations under federal laws or public policy underlying such documentslaws.

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 the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "other Transaction Documents") Documents and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, Common Shares) have been or (with respect to consummation) will be duly authorized by the Company's Board ’s board of Directors directors and no further consent or authorization is will be required by the Company, its Board board of Directors directors or its stockholders, shareholders (iii) 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) 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 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 applicable foreign, federal or U.S. state securities law. The authorized officer “Transaction Documents” means, collectively, this Agreement and each 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 other agreements and instruments entered into or perform delivered by any of the Company's other obligations under such documentsparties 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementInstructions, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures Debentures, the Security Shares, the Warrants, the Warrant Shares and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debentures, the Security Shares, the Warrants, the Warrant Shares and the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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.executing

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security AgreementConvertible Debentures, the Investor Registration Rights Agreement, and the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, Agreement and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why arising from a lack of corporate power or authority that would prevent the Company cannot from being in a position to file the a registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsdocument.

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 AgreementPromissory Note, the Investor Registration Rights Agreement, and the Irrevocable Transfer Agent AgreementInstructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures the Conversion Shares Securities and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’s obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreementas amended, and any related agreements all other documents necessary or desirable to effect the transactions contemplated hereby (collectively the "“Transaction Documents"”) to which it is a party and to issue the Convertible Debentures Units, including the PPO Warrants and the Conversion Shares Broker Warrants (and the Common Stock, including the Common Stock underlying the Units, the PPO Warrants and the Broker Warrants) in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Units (and the Conversion Shares Common Stock, including the Common Stock underlying the Units, PPO Warrants and Broker Warrants) and the reservation for issuance and the issuance of the Conversion PPO Warrant Shares issuable upon conversion or exercise thereof, and Broker Warrant Shares have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been will be duly executed and delivered by the Company, (iv) the Transaction Documents when executed 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 Security Agreement, the Investor Registration Rights Agreement, its obligations under the Warrants, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5) and each of the other agreements, if any, entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "“Transaction Documents") ”), and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate 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 Convertible Debentures the Conversion Preferred D Shares and Warrants and the reservation for issuance issuance, and the issuance of the Conversion Shares issuable upon conversion or of the Preferred D Shares and of the shares of Common Stock issuable upon exercise thereof, of the Warrants have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders (except such stockholder approval as may be required by AMEX for the issuance of (or the obligation to issue) a number of shares of Common Stock which is greater than 19.99% of the number of shares outstanding prior to the Initial Closing Date), (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) this Agreement and, when executed and delivered, the other Transaction Documents 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. The authorized officer , and (v) prior to each of the Company executing Closing Dates, the Transaction Documents knows Certificate of no reason why Amendment will have been filed with the Secretary of State of the State of New York and will be in full force and effect, enforceable against 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 documentsin 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 AgreementConvertible Debentures, the Investor Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge AgreementWarrant Amendments, and any related each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Securities, the reservation for issuance and the issuance of the Conversion Shares Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereofWarrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement Registration Statement as required under the Investor Registration Rights Agreement or perform any of the Company's ’s other obligations under such documentsthe Transaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Security Agreement, the Subsidiary Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 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 duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge and Escrow Agreement, the Wilcoxon Insider Pledge and Escrow Agreement, and any related agreements (collectively the "“Transaction Documents"”) and to issue the Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debentures, the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 ’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 this Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Company Pledge Agreement, the Wilcoxon Pledge and Escrow Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures Debenture and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 Convertible Debentures Debenture the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, (iv) the 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. 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 Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent AgreementInstructions (as defined in Section 5), the Escrow AgreementWarrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Company Pledge Agreement"TRANSACTION DOCUMENTS"), the Wilcoxon Pledge Agreement, and any related agreements (collectively the "Transaction Documents") and to issue the Convertible Debentures and the Conversion Shares Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery 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 redemption of the Preferred Shares and the issuance of the Convertible Debentures the Conversion Shares Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion or exercise thereofof the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents 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. 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.