Common use of Other Agreements and Documents Clause in Contracts

Other Agreements and Documents. The Company shall have delivered the following agreements and documents: (a) A certificate, registered in the name of the Purchaser, representing 19,995,092 shares of Common Stock. (b) The Amended Warrants in the form of Exhibit B attached hereto; (c) The New Warrants in the form of Exhibit F attached hereto, registered in the name of the Purchaser, entitling the Purchaser to acquire 22,064,520 shares of Common Stock in the aggregate; (d) An opinion of counsel to the Company, dated the date of such Closing, in a form as shall be reasonably acceptable to counsel to the Purchaser; (e) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; and (f) A certificate of an officer of the Company, dated such Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (g) The Registration Rights Agreement in the form of Exhibit E hereto, executed by the Company; (h) The Security Agreement in the form of Exhibit D hereto, executed by the Company; and (i) The New Debenture in the form set forth in Exhibit C attached hereto.

Other Agreements and Documents. The Company shall have delivered the following agreements and documents: (a) A certificateCertificates, registered in the name of the Purchaser, representing 19,995,092 shares of Common Stock.the Preferred Shares; (b) The Amended Warrants Series E Warrant in the form of Exhibit B attached hereto, duly executed by the Company; (c) The New Warrants Security Agreement in the form of Exhibit F attached C hereto, registered in duly executed by the name of the Purchaser, entitling the Purchaser to acquire 22,064,520 shares of Common Stock in the aggregateCompany; (d) The Registration Rights Agreement in the form of Exhibit D hereto, duly executed by the Company; (e) An opinion of counsel to the Company, dated the date of such the Closing, substantially in a the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (ef) The Irrevocable Transfer Agent Instructions, substantially in the form of Exhibit F attached hereto, shall have been delivered to the Company’s transfer agent. (g) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; andand each Subsidiary; (fh) A certificate of an officer of the Company’s CEO, dated such the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 4.1 and 5.2 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (g) The Registration Rights Agreement in the form of Exhibit E hereto, executed by the Company; (h) The Security Agreement in the form of Exhibit D hereto, executed by the Company; and (i) The New Debenture in Financing Statements on Form UCC-1 with respect to all personal property and assets of the form set forth in Exhibit C attached heretoCompany.

Other Agreements and Documents. The Company shall have delivered the following agreements and documents: (a) A certificateCertificates, registered in the name of the Purchaser, representing 19,995,092 shares of Common Stock.the Preferred Shares; (b) The Amended Warrants Series F Warrant in the form of Exhibit B attached hereto; (c) The New Warrants Series G Warrant in the form of Exhibit C attached hereto; (d) The Security Agreement in the form of Exhibit D hereto, executed by the Company; (e) The Guaranty Agreement in the form of Exhibit E attached hereto executed by each Subsidiary; (f) The Guarantor Security Agreement in the form of Exhibit F attached hereto, registered in the name of the Purchaser, entitling the Purchaser to acquire 22,064,520 shares of Common Stock in the aggregateexecuted by each Subsidiary; (dg) The Registration Rights Agreement in the form of Exhibit G hereto, executed by the Company; (h) An opinion of counsel to the Company, dated the date of such the Closing, substantially in a the form of Exhibit H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (ei) The Irrevocable Transfer Agent Instructions, in the form of Exhibit I attached hereto, shall have been delivered to the Company’s transfer agent. (j) Financing Statements on Form UCC-1 with respect to all personal property and assets of the Company and each Subsidiary; (k) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; andand each Subsidiary; (fl) A certificate of an officer of the Company’s CEO, dated such the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (g) The Registration Rights Agreement in the form of Exhibit E hereto, executed by the Company; (h) The Security Agreement in the form of Exhibit D hereto, executed by the Company; and (i) The New Debenture in the form set forth in Exhibit C attached hereto.

Other Agreements and Documents. The Company shall have delivered the following agreements and documents: (a) A certificateCertificates, registered in the name of the Purchaser, representing 19,995,092 shares of Common Stock.the Preferred Shares; (b) The Amended Warrants Series F Warrant in the form of Exhibit B attached hereto; (c) The New Warrants Series G Warrant in the form of Exhibit F C attached hereto, registered in the name of the Purchaser, entitling the Purchaser to acquire 22,064,520 shares of Common Stock in the aggregate; (d) The First Amendment to the Registration Rights Agreement in the form of Exhibit D hereto, executed by the Company; (e) An opinion of counsel to the Company, dated the date of such the Closing, substantially in a the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (ef) The Irrevocable Transfer Agent Instructions, substantially in the form of Exhibit F attached hereto, shall have been delivered to the Company’s transfer agent. (g) To the extent necessary, Financing Statements on Form UCC-1 with respect to all personal property and assets of the Company and each Subsidiary; (h) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; andand each Subsidiary; (fi) A certificate of an officer of the Company’s CEO, dated such the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (g) The Registration Rights Agreement in the form of Exhibit E hereto, executed by the Company; (h) The Security Agreement in the form of Exhibit D hereto, executed by the Company; and (ij) The New Debenture in the form set forth in Exhibit C attached heretoA completed and duly executed Florida documentary stamp tax return on Form DR-228.

Other Agreements and Documents. The Company shall have delivered the following agreements and documents: (a) A certificateCertificates, registered in the name of the Purchaser, representing 19,995,092 shares of Common Stock.the Preferred Shares; (b) The Amended Warrants Series H Warrant in the form of Exhibit B attached hereto; (c) [Intentionally Omitted] (d) The New Warrants Registration Rights Agreement in the form of Exhibit F attached C hereto, registered in executed by the name of the Purchaser, entitling the Purchaser to acquire 22,064,520 shares of Common Stock in the aggregateCompany; (de) An opinion of counsel to the Company, dated the date of such the Closing, substantially in a the form of Exhibit D hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (ef) The Irrevocable Transfer Agent Instructions, substantially in the form of Exhibit E attached hereto, shall have been delivered to the Company’s transfer agent. (g) To the extent necessary, Financing Statements on Form UCC-1 with respect to all personal property and assets of the Company and each Subsidiary; (h) A Certificate of Good Standing from the state of incorporation of the Company as of a recent date; andand each Subsidiary; (fi) A certificate of an officer of the Company’s CEO, dated such the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (g) The Registration Rights Agreement in the form of Exhibit E hereto, executed by the Company; (h) The Security Agreement in the form of Exhibit D hereto, executed by the Company; and (ij) The New Debenture in the form set forth in Exhibit C attached heretoA completed and duly executed Florida documentary stamp tax return on Form DR-228.

Other Agreements and Documents. The Company shall have delivered the following agreements and documents: (a) A certificateCertificates, registered in the name of the Purchaser, representing 19,995,092 shares of Common Stock.the Preferred Shares; (b) The Amended Warrants Series F Warrant, Series G Warrant and Series H Warrant in the form forms of Exhibit B B, Exhibit C, and Exhibit D, respectively, attached hereto, duly executed by the Company; (c) The New Warrants in the form of Exhibit F attached hereto, registered in the name of the Purchaser, entitling the Purchaser to acquire 22,064,520 shares of Common Stock in the aggregate; (d) An opinion of counsel to the Company, dated the date of such the Closing, substantially in a the form of Exhibit E hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (ed) A Certificate of Good Standing from the state of incorporation of the Company as of a recent dateand each Subsidiary; and (fe) A certificate of an officer of the Company’s CEO, dated such the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 4.1 and 5.2 4.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (g) The Registration Rights Agreement in the form of Exhibit E hereto, executed by the Company; (h) The Security Agreement in the form of Exhibit D hereto, executed by the Company; and (i) The New Debenture in the form set forth in Exhibit C attached hereto.