Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrant, the Notes Note, Conversion Shares, and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise Shares issuable upon conversion or of the Note and/or exercise thereofof the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrant, the Notes Note, and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or of the Note and/or exercise thereofof the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrants, the Notes Note, Conversion Shares, and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, Warrants, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise Shares issuable upon conversion or of the Note and/or exercise thereofof the Warrants) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Subject to Stockholder Approval (as such term is defined in Section 4(n)), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and and, subject to NASDAQ Approval (as such term is hereinafter defined), to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and except for receipt of NASDAQ Approval, no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNotes, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debenture and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debenture and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debenture and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Debenture and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debenture and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company Company, and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar rights affecting or relating to creditors' rights generally and general principles of equity.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Convertible Securities and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Certificate of Designation, the Registration Rights Agreement, the Notes Convertible Securities and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Convertible Securities and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Certificate of Designation, the Registration Rights Agreement, the Notes Convertible Securities and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof or otherwise pursuant to the Preferred Shares and the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutesconstitutes and, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof and thereof, to issue the Conversion Shares upon conversion of the Notes and to issue the Warrant Shares in accordance with the terms hereof; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other Transaction Documents 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 Notes and Units by the Warrants Company and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board Boards of Directors, or its shareholders any committee of their Boards of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by them of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Units by the Company) requires any consent or authorization of the Company’s stockholders.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors Directors, except for the Stockholder Approval (as defined in Section 4(m)) and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has -------------------------- all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite -------------------------- corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise 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 of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, Directors except for the Stockholder Approval (as defined in Section 4(m)) or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all -------------------------- requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered and the Certificate of Designation has been duly filed by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) each of this Agreement and the Certificate of Designation constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Stock in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Units or the issuance or reservation for issuance of the Conversion Shares or Warrant Shares) requires any consent or authorization of the Company's stockholders.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company Company, the filing of the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders (other than as may be required under Nasdaq Marketplace Rule 4350) is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants and the Registration Rights Agreement, to issue and sell the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Notes in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Notes, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any or its shareholders committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and, subject to the adoption of necessary resolutions by the Board of Directors and the stockholders of the Company to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and and, the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementIssuance Shares, the Notes Note, the Warrant and (if applicable) the Conversion Shares and the Warrants Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Note, the Warrants Warrant, the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof the Note and the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has Agreement, the Note and the Warrant (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the Warrant and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutesand the Note each constitute, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Except as set forth in Schedule 3(b), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Notes and Units in accordance with the Warrants and to consummate the transactions contemplated hereby and thereby terms hereof, and to issue the SecuritiesWarrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms hereof and thereof, of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or its shareholders the Company's stockholders is required, required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate -------------------------- power and authority to file and perform its obligations under the Certificate of Designations and to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Preferred Shares and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered and the Series I Certificate of Designation has been duly filed by the Company and, as of the Second Closing, the Series II Certificate of Designation will be duly filed by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) each of this Agreement and the Series I Certificate of Designation constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each filing of the Series II Certificate of Designation by the Company such instruments instrument will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, ; (iii) this Agreement has Agreement, the Note, and the Shares (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note, the Shares and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, ; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsShares, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designation and thereofto issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants, except as described in Section 3(c) below; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes Preferred Stock and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is requiredrequired subject to the consents and obligations set forth in Section 3(c) below, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Preferred Stock and Warrants in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Stock in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes Preferred Stock and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or its shareholders stockholders is required, required and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Preferred Stock and Warrants or the issuance or reservation for issuance of the Conversion Shares or Warrant Shares) requires any consent or authorization of the Company’s stockholders.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementIssuance Shares, the Notes Note and (if applicable) the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Note, the Warrants Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has and the Note (together with any other instruments documents executed in connection herewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note, and the other instruments documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutesand the Note each constitute, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company IR has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, and the Registration Rights AgreementAgreements, to issue and sell the Notes Shares and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, to issue the Warrant Shares in accordance with the terms of the Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company IR and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the reservation for issuance and issuance of the Notes Shares and the Warrants and the issuance and reservation for issuance and issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s IR's Board of Directors and no further consent or authorization of the CompanyIR, its Board of Directors, Directors or its shareholders is required, ; (iii) this Agreement has and the Warrants have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, IR; and (iv) this Agreement constitutesand the Warrants constitute, and and, upon execution and delivery by IR and the Company other parties thereto to the extent required of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company IR enforceable against the Company IR in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the SecuritiesUnits, Preferred Shares and Warrants in accordance with the terms hereof hereof, and thereof, to issue the Conversion Shares upon conversion of the Preferred Shares and the Warrant Shares upon exercise of the Warrants in accordance with the terms of the Certificate of Designation and the Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Notes and the Warrants Preferred Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and and, no further consent or authorization of the Company, its Board of or Directors, or its shareholders stockholders is required, required (under Rule 4460(i) promulgated by the National Association of Securities Dealers or otherwise); (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and except for the Stockholder Approval (as defined in Section 4(m)), no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, ; (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, ; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Note and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofconversion) have been duly authorized by the Company’s Board of Directors and no further Directors, subject to the Amendment to the Company’s Certificate of Incorporation, which upon the effective date of such Amendment will increase the authorized shares of Common Stock the Company, which Amendment is subject to the Company receiving the required consent or authorization of a majority of the Company, its Board of Directors, or its ’s shareholders is requiredto such Amendment, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrants, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this AgreementAgreement the Note, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note and the Warrants and the issuance and reservation for issuance of the Conversion Shares, and Warrants Shares and Warrant Shares issuable (as defined in the Warrants)issuable upon conversion or and exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes and the Warrants, Warrants and each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, subject to the requirement that the Company amend its Certificate of Incorporation to increase its authorized common stock in an amount sufficient to reserve the Conversion Shares and the Warrant Shares (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofthereof upon amendment to the Company’s Certificate of Incorporation increasing the authorized common stock ) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the terms of the Statement of Designation and thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its any committee of the Board of Directors or, except as set forth on SCHEDULE 3(B), the Company's shareholders is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has ___________________________ as all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof or otherwise pursuant to the Preferred Shares and the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutesconstitutes and, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) except as otherwise set forth in SCHEDULE 3(B), the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Debentures and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Units in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Notes in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their respective terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Units or the issuance or reservation for issuance of the Conversion Shares or Warrant Shares) requires any consent or authorization of the Company's stockholders (including, without limitation, any consent under Rule 4350(i) of the National Association of Securities Dealers, Inc.).

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and, subject to the adoption of necessary resolutions by the Board of Directors and the stockholders of the Company to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and and, subject to the completion of the Charter Amendment Actions, the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note, and the Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares Shares, and Warrant Shares (as defined in the Warrant) issuable upon conversion or and exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes Warrant, and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.. SPA – PRLX, T1, 2019-02-27

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementWarrant, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrant, the Notes and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise Shares issuable upon conversion or exercise thereofof the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Warrant (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Warrant and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, the issuance and reservation for issuance of the Conversion Shares issuable upon conversion thereof, the issuance of the Warrant, and the issuance and reservation for issuance of 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. Subject to Stockholder Approval (as such term is defined in Section 4(n) of this Agreement), (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite -------------------------- corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company Company, the filing of the Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of or otherwise pursuant to the Preferred Shares and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the WarrantsWarrants and upon execution and filing of the Certificate of Designation, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its termsterms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNotes, the Notes and the Warrants (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights AgreementCompany, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes Warrant, the Commitment Shares, and the Warrants shares issuable upon conversion of the Note and/or exercise of the Warrant (the “Conversion Shares”), if any, by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares that may be issuable upon conversion or of the Note and exercise thereofof the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (ia) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreementsubscription agreements with the other Subscribers (together with the Subscriber, the Notes "Subscribers") and any other documents to be entered into in connection with the Warrants and to consummate Offering (collectively, the transactions contemplated hereby and thereby "Offering Agreements") and to issue and sell the Securities, Securities and perform its obligations with respect thereto and under the Offering Agreements in accordance with the terms hereof and thereof, (iib) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Offering Agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors of the Company and no further consent or authorization of is required by the Company, its the Board of Directors, Directors of the Company or its shareholders is requiredrespective stockholders, and (iiic) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents Offering Agreements, when executed in connection herewith and bind delivered by the Company, will be duly executed and delivered by the Company. No corporate proceedings on the part of the Company accordingly, are necessary to approve and (iv) authorize the execution and delivery of this Agreement or the other Offering Agreements and the issuance of the Securities. This Agreement constitutes, and upon execution the other Offering Agreements, when executed and delivery delivered by the Company of the Registration Rights AgreementCompany, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its 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 relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Pledge and Escrow Agreement, the Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Pledge and Escrow Agreement, the Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Additional Shares, Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this . This Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this . This Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Pledge and Escrow Agreement, the Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (ia) The Company has all the requisite corporate power and authority (i) to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other Transaction Documents, (ii) to issue, sell and perform its obligations with respect to consummate the transactions contemplated hereby and thereby and to issue the Securities, Securities in accordance with the terms hereof and thereof, (iiiii) to issue the Conversion Shares upon conversion of the Debentures in accordance with the terms thereof, and (iv) to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof; (b) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Units and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s Board of Directors and all necessary corporate action and, except as set forth on Schedule 3.2 hereto, no further consent or authorization of the Company, its Board board of Directorsdirectors (or any committee thereof), its stockholders or its shareholders any other person, body or agency is required, required with respect to any of the transactions contemplated hereby or thereby; (iiic) this Agreement has and the other Transaction Documents have been duly executed and delivered by the Company by its authorized representative, Company; and such authorized representative is the true and official representative with authority to sign (d) this Agreement and the other documents executed in connection herewith and bind the Company accordinglyTransaction Documents (including, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreementwithout limitation, the Notes and the Warrants, each of such instruments will constitute, a Securities) constitute legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, except for the Stockholder Approval (as defined in Section 4(m)) or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s 's Board of Directors and and, except for the Stockholder Approval (as defined in Section 4(l)), no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Subject to Stockholder Approval (as such term is defined herein), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all -------------------------- requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Note, and the Warrants Warrant and the issuance and reservation for issuance of the Conversion Shares Shares, and Warrant Shares (as defined in the Warrant) issuable upon conversion or and exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights AgreementNote, the Notes SPA – PRLX, T2, 2019-04-08 Warrant, and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Securities in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Series B Preferred Stock in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Securities and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofUnderlying Common Shares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with their terms. Neither the execution, delivery or performance by the Company of its termsobligations under this Agreement or the other Transaction Documents, nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Securities or the issuance or reservation for issuance of the Underlying Common Shares) requires any consent or authorization of the Company's stockholders.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Series A Preferred and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereofthereof subject to Dutch law which provides for preemptive rights to the Company’s shareholders, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, Series A Preferred and (if applicable) the Notes and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Series A Preferred and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been been, or otherwise will be upon completion of a Public Offering Event, duly authorized by the Company’s Board of Directors of the Company and Public Company and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsSeries A Preferred, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the other Transaction Documents, to issue and sell the Registration Rights Agreement, the Series B Notes and the Series B Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Series B Notes in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Series B Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Series B Notes and the Series B Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s Board of Directors and, except for the approval of the Company’s stockholders referenced in Sections 4(g) and 7(h) hereof, no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is required, ; and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments Transaction Documents will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all -------------------------- requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, except for any required shareholder approval to increase the number of authorized shares of Common Stock; provided that the -------- Buyers agree to vote in favor of such increase, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Security Agreement, the Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Security Agreement, the Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this . This Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this . This Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Security Agreement, the Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required of the Company's stockholders other than approvals, if required, of the Company's stockholders in accordance with the rules of Nasdaq (as defined below), (iii) this Agreement has been duly executed and delivered and the Certificate of Designation has been duly filed by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) each of this Agreement and the Certificate of Designation constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitationlimitation the filing of the Certificate of Designation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered and the Certificate of Designation has been duly filed by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) each of this Agreement and the Certificate of Designation constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments instrument will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.,

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants Conversion Shares, by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofof the Note) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsNote, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereofthereof except that the Company presently has insufficient shares of Common Stock authorized to permit the issuance of shares upon conversion of the Notes or exercise of the Warrants (“Share Insufficiency”), (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and Registration Rights Agreement, to issue and sell the Securities, Notes in accordance with the terms hereof and thereof, to issue the Note Shares in accordance with the terms of the Notes; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes and the Warrants Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofNote Shares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or Directors or its shareholders stockholders is required, required (under the rules promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Notes and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and other Transaction Documents, to issue and sell the Securities, Note in accordance with the terms hereof and thereofand, to issue the Conversion Shares upon conversion of the Note in accordance with the terms of such Note; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants other 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 Notes and the Warrants Note and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders any committee of the Board of Directors is required, and (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreementother Transaction Documents, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms. Neither the execution, delivery or performance by the Company of this Agreement or the other Transaction Documents nor the consummation by it of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Note or the issuance or reservation for issuance of the Conversion Shares) requires any consent or authorization of the Company’s stockholders.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Designation and to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, Agreement and the Registration Rights AgreementAgreement by the Company, the Notes and filing of the Warrants by the Company Certificate of Designation and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Preferred Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion of or exercise thereofotherwise pursuant to the Preferred Shares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrantsexecution and filing of the Certificate of Designation, each of of, such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of specific performance or other equitable remedies.

Authorization; Enforcement. (i) The Company has all the requisite -------------------------- corporate power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Debentures and Warrants in accordance with the terms hereof hereof, to issue the Conversion Shares upon conversion of the Debentures in accordance with the terms thereof and to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof, ; (ii) the execution execution, delivery and delivery performance of this Agreement, the Debentures, the Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Debentures and the Warrants Warrants, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or Directors or its shareholders stockholders is required, required (under Rule 4460(i) promulgated by the National Association of Securities Dealers ("NASD") or otherwise); (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, Directors or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite ---------------------------- corporate power and authority to enter into and perform this Agreement, the Debentures, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue and sell the Securities, Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Debentures, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, Warrants each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to any applicable laws regarding bankruptcy, insolvency, moratoriums, reorganization or other laws of general application affecting enforcement or creditors rights.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and (subject to the Shareholder Approval (as defined in Section 4 (m))) perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and (subject to the Shareholder Approval (as defined in Section 4 (m))) the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company and each Subsidiary has all the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and thereby otherwise to carry out its respective obligations hereunder and thereunder, subject, with respect to issue the Securitiesactions contemplated by the Proposal, in accordance with to the terms hereof and thereof, (ii) Company’s receipt of shareholder approval of the Proposal as contemplated by Section 4.21. The execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and each Subsidiary of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby hereunder and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) thereunder have been duly authorized by all necessary action on the Company’s Board part of Directors the Company and the Subsidiaries and no further consent or authorization of the Company, its Board of Directors, or its shareholders action is required, (iii) this Agreement has been duly executed and delivered required by the Company or any Subsidiary, or their respective Board of Directors or shareholders, subject, with respect to the actions contemplated by its authorized representativethe Proposal, and such authorized representative is to the true and official representative with authority to sign this Agreement and Company’s receipt of shareholder approval of the other documents Proposal as contemplated by Section 4.21. Each Transaction Document has been (or upon delivery will have been) duly executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of and/or the Registration Rights AgreementSubsidiaries, as applicable, and, when delivered in accordance with the Notes and terms hereof, will constitute the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, and/or the Subsidiaries, as applicable, enforceable against the Company Company, and/or the Subsidiaries, as applicable, in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, or (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementIssuance Shares, the Notes Note, the Warrant and (if applicable) the Conversion Shares and the Warrants Warrant Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Note, the Warrants Warrant, the Issuance Shares, and the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereofof the Note and the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has Agreement, the Note and the Warrant (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement Agreement, the Note and the Warrant and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement in the form of Exhibit E attached hereto (the “Registration Rights Agreement”), the Notes Warrants, and the Warrants all other agreements and to consummate the transactions documents contemplated hereby and thereby and executed by the Company or to which the Company is party (collectively, the “Transaction Documents”), to execute, file and perform its obligations under the Certificate of Designations, and to issue and sell the Securities, Shares and the Warrants in accordance with the terms hereof hereof. The execution, delivery and thereof, (ii) performance of the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Transaction Documents and the Warrants execution, filing and performance of its obligations under the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been duly and validly authorized by the Company’s Board of Directors and all necessary corporate action, and, except as contemplated by Section 3.10, no further consent or authorization of the Company, its Board of Directors, Directors or its shareholders stockholders is required, (iii) this . This Agreement has been duly executed and delivered by the Company by its authorized representative, Company. The other Transaction Documents will have been duly executed and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery delivered by the Company at the Closing. Each of the Registration Rights AgreementTransaction Documents constitutes, the Notes or shall constitute when executed and the Warrants, each of such instruments will constitutedelivered, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. (i) The Subject to Stockholder Approval (as such term is defined herein), the Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the Warrants, to issue and sell the Registration Rights Agreement, the Notes Shares and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, to issue the Warrant Shares upon exercise of the Warrants in accordance with the terms of the Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the reservation for issuance and issuance of the Notes Shares and the issuance of the Warrants and the issuance and reservation for issuance and issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, Directors or its shareholders is required, ; (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company and the other parties of the Registration Rights Agreement, the Notes and the Warrants, each of all such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby Agreement and to issue the Securities, Securities in accordance with the terms hereof hereof, the terms of the Designations and thereofthe terms of the Warrants, (ii) the execution and delivery of this Agreement, Agreement and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including without limitation, the issuance of the Notes Preferred Stock and the Warrants in accordance with the terms of this Agreement, the Common Shares in accordance with the terms of the Designations and the issuance and reservation for issuance Warrant Shares in accordance with the terms of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) Warrants, have been duly authorized by the Company’s Board of Directors all necessary corporate action, and no further consent or authorization of the Company, Company or its Board of Directors, Directors or its shareholders stockholders is required, except for the consent of the holders of the Series A Preferred Stock (as defined below) (which consent is attached hereto as EXHIBIT D), (iii) each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) each of this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, Agreement constitutes the Notes and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, to issue and sell the Notes and Units in accordance with the Warrants and to consummate the transactions contemplated hereby and thereby terms hereof, and to issue the SecuritiesWarrant Shares upon exercise of the Prepaid Warrants and the Incentive Warrants, as applicable, in accordance with the terms hereof and thereof, of such Warrants; (ii) the execution execution, delivery and delivery performance of this Agreement, the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Prepaid Warrants and the Incentive Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereofShares) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, any committee of the Board of Directors, or its shareholders the Company's stockholders is required, required (under Rules 4310(c)(25)(H) or 4460(i) promulgated by the National Association of Securities Dealers ("NASD") (assuming for such purposes that the Variable Exercise Price (as defined in the Prepaid Warrant) is the Variable Exercise Price in effect as of the date hereof) or otherwise); (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, Company; and (iv) this Agreement constitutes, and and, upon execution and delivery by the Company of the Prepaid Warrants, the Incentive Warrants and the Registration Rights Agreement, the Notes and the Warrants, each of such instruments agreements will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including including, without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of otherwise pursuant to the Debentures (including upon exercise of the Investment Options contained therein) and the Warrant Shares issuable upon conversion exercise of or exercise thereofotherwise pursuant to the Warrants) have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such agreements and instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes and the Warrants Convertible Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereofthereof subject to Dutch law which provides for preemptive rights to the Company’s shareholders, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, Convertible Note and (if applicable) the Notes and the Warrants Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants Convertible Note and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof) have been been, or otherwise will be upon completion of a Public Offering Event, duly authorized by the Company’s Board of Directors of the Company and Public Company and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsConvertible Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, Note the Notes and the Warrants Warrant and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Note and the Warrants Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and Note, the Warrants Conversion Shares, the Incentive Fee Shares, the Warrant, the Warrant Shares and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares shares of Common Stock issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, ; (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, ; and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Note and the WarrantsWarrant, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. Except as disclosed on Schedule 3(b), (i) The Company has all requisite corporate power and authority to file and perform its obligations under the Certificate of Determination and to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Preferred Shares and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered and the Certificate of Determination has been duly filed by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) each of this Agreement and the Certificate of Determination constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Agreement and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and (subject to the Stockholder Approval (as provided in Section 4(m)) perform this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Notes Debentures and the Warrants by the Company and (subject to the Stockholder Approval (as provided in Section 4(m))) the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes Debentures and the Warrants and the issuance and reservation for issuance of the Conversion Shares and 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 of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordinglyCompany, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes Debentures and the Warrants, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementNote, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights AgreementWarrant, the Notes Note, Conversion Shares, and the Warrants Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Exercise Shares issuable upon conversion or of the Note and/or exercise thereofof the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its shareholders debt holders is required, (iii) this Agreement has the Transaction Documents have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith such Transaction Documents and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the WarrantsTransaction Documents, each of such instruments will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Notes Agreement and the Warrants Certificate of Designations and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, filing with the Notes and Secretary of State of the Warrants by State of Delaware of the Company Certificate of Designations and the consummation by it the Company of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the Warrants and Preferred Shares, as well as the issuance and reservation for issuance of the Conversion Shares and Warrant Shares shares of Common Stock issuable upon conversion or exercise thereofof the Preferred Shares) have been duly authorized by the Company’s Board of Directors (the “Board”) and a special committee of disinterested directors of the Board (the “Special Committee”) and no further consent or authorization of the Company, its Board of Directorsthe Board, the Special Committee, the Company’s shareholders, or its shareholders the Company’s debt holders is required, (iii) this Agreement (together with any other instruments executed in connection herewith, including the Certificate of Designations to be filed with the Secretary of State of the State of Delaware) has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other instruments and documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Registration Rights Agreement, the Notes and the Warrants, each of such instruments will constitute, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms.