Common use of Authorization; Binding Obligations Clause in Contracts

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization authorization, execution and delivery of this Agreement for the sale and issuance of the Related Agreements, Shares pursuant hereto and for the performance of all the Company’s obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery Registration Rights Agreement of even date herewith (the Securities pursuant hereto and the Related Agreements “Registration Rights Agreement”) has been taken or will be taken prior to the Private Closing. The Each of this Agreement and the Related AgreementsRegistration Rights Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (a) as limited by applicable subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium or and other laws of general application affecting enforcement of creditors' rights, ’ rights generally and (b) subject further to general principles of equity that restrict equity. At the availability time of equitable remedies. The the Closing, the sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered When issued in accordance compliance with the terms provisions of this Agreement, the Shares will be valid validly issued, fully paid and binding obligations nonassessable, and will be free of any liens, claims, encumbrances or other restrictions other than restrictions on transfer under this Agreement, the Company’s amended and restated Charter, enforceable in accordance with their respective termsas amended from time to time, and under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed or any liens, claims, encumbrances or other restrictions entered into by the Purchaser.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries' part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries' obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Subsidiaries' valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note, the Option and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares and the issuance of the Option and the subsequent exercise of the Option for the Option Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors Company and stockholders the Subsidiary (including their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company and with respect to the representations and warranties pertaining to it the Subsidiary, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The Except as disclosed on Schedule 4.4, in the Exchange Act Filings or the Financial Statements, the sale of the Notes and Note, the subsequent conversion of the Notes Note into Conversion Shares Note Shares, are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note, the Warrant and the Related Agreements Option has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such entity in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale Neither the issuance of the Warrants and Warrant nor the Option nor the subsequent exercise of the Warrants Warrant for Warrant Shares nor the subsequent exercise of the Option for Option Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the its and its Eligible Subsidiaries’ part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Eligible Subsidiaries’ obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrants has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Eligible Subsidiaries’ valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion Shares are Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the its part of the Company, (including its officers, directors officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its obligations of hereunder and under the Company hereunder at each Ancillary Agreement on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements has Warrants have been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party there, will be its valid and binding obligations of the Company enforceable against it in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors' ’ rights, ; and (bii) general principles principals of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion for the Note Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for the Warrant Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The Except for an agreement dated November 20, 2000 with Cockfield Holdings, LLC ("Cockfiel▇"), (▇) the sale of the Notes and N▇▇▇▇ ▇▇▇ the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The with and (ii) the sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreements to which the Company, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not not, and will not be be, subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing, so long as, after giving effect to the transactions contemplated hereby, (x) the Purchaser does not own more than 19.99% of the Common Stock and (y) the shares of Common Stock that are being issued to the Purchaser hereunder and under the Related Agreements are not issued at a price per share less than the market value of a share of the Common Stock. The This Agreement and the other Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The Except as set forth on Schedule 4.3, the sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale Except as set forth on schedule 4.3, the issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization authorization, execution and delivery of this Agreement for the sale and issuance of the Related Agreements, Shares pursuant hereto and for the performance of all the Company’s obligations of hereunder and the Registration Rights Agreement between the Company hereunder at each Closing and the authorizationPurchaser, sale, issuance and delivery to be dated of even date herewith (the Securities pursuant hereto and the Related Agreements “Registration Rights Agreement”) has been taken or will be taken prior to the Private Closing. The Each of this Agreement and the Related AgreementsRegistration Rights Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (a) as limited by applicable subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium or and other laws of general application affecting enforcement of creditors' rights, ’ rights generally and (b) subject further to general principles of equity that restrict equity. At the availability time of equitable remedies. The the Closing, the sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered When issued in accordance compliance with the terms provisions of this Agreement, the Shares will be valid validly issued, fully paid and binding obligations nonassessable, and will be free of any liens, claims, encumbrances or other restrictions other than restrictions on transfer under this Agreement, the Company’s Charter, enforceable in accordance with their respective termsas amended from time to time, and under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed or any liens, claims, encumbrances or other restrictions entered into by the Purchaser.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the "Transaction Documents"), the performance of all obligations of the Company hereunder at each Closing the applicable Closing, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Designations and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The Except as set forth on Schedule 4.3, the sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale Except as set forth on schedule 4.3, the issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Vote of Directors and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing, so long as, after giving effect to the transactions contemplated hereby, (x) the Purchaser does not own more than 19.99% of the Common Stock and (y) the shares of Common Stock that are being issued to the Purchaser hereunder and under the Related Agreements are not issued at a price per share less than the market value of the share of the Common Stock. The This Agreement and the other Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The Except as disclosed on Schedule 4.4, the sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale Except as disclosed on Schedule 4.4, the issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; (c) indemnity and contribution provisions thereof insofar as such provisions may be unenforceable as a matter of public policy ; (d) choice of law provisions thereof, insofar as such provisions may be unenforceable as a matter of public policy. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the " Transaction Documents "), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the its and its Domestic Subsidiaries’ part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Domestic Subsidiaries’ obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrants has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Domestic Subsidiaries’ valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Secured Term Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related AgreementsAgreements to which it is a party, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements to which it is a party at each the Closing and and, in the case of the Company only, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the Parent, each Company and each and their Domestic Subsidiaries’ part of the Company, its officers, directors (including their respective officers and stockholders Board members) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and their Domestic Subsidiaries’ obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be the Parent’s, each Company’s and each of their Domestic Subsidiaries’ valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes Secured Convertible Term Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Series A Preferred and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Series A Preferred and the subsequent conversion of the Notes Series A Preferred into Conversion Series A Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Series A Preferred and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Series A Preferred and the subsequent conversion of the Notes Series A Preferred into Conversion Series A Preferred Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrants has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries’ part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries’ obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes, the Warrant and the Related Agreements has Grant Shares have been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Subsidiaries’ valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and Warrants, the subsequent exercise of the Warrants for Warrant Shares, and the issuance of the Grant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note, the Shares, the Warrant, the Amended Warrant and the Related Agreements Warrant Shares has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Shares, the Warrant and the Amended Warrant and the subsequent exercise of the Warrants Warrant and the Amended Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries' part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries' obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes, the Options and the Related Agreements has Warrants have been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Subsidiaries' valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note, the Option and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares and the issuance of the Option and the subsequent exercise of the Option for the Option Shares, in each case, are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the CompanyBorrower , its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company Borrower hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company Borrower enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Shares has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the WarrantsNote, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, each Company and each of its officers, directors Subsidiaries (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of each Company and its Subsidiaries hereunder and under the Company hereunder other Related Agreements at each the Initial Closing Date and/or the Deferred Draw Closing Date, as applicable, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Closing Shares has been taken or will be taken prior to the Closingapplicable closing date. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the each Company and each of its Subsidiaries, enforceable against each such Person in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Closing Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the CompanyPurchaser and Purchaser Sub, its and their respective officers, directors and stockholders stockholders, necessary for the authorization of this Agreement and the Related Transactional Agreements, the performance of all obligations of the Company Purchaser and Purchaser Sub hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities Escrow Shares pursuant hereto and the Related Agreements Conversion Shares pursuant to the Restated Certificate, has been taken or will be taken prior to the Closing. The Agreement and the Related Transactional Agreements, when executed and delivered, will be valid and binding obligations of the Company Purchaser and Purchaser Sub enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in this Agreement may be limited by applicable laws. The sale issuance of the Notes Escrow Shares and the subsequent conversion of the Notes Escrow Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that will not have not been properly waived or complied with. The sale with prior to the issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective termsEscrow Shares.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, it and its officers, directors Subsidiaries (that are not Inactive Subsidiaries) (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries' obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Subsidiaries' valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except (a) except: as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes Secured Convertible Term Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders shareholders necessary for the authorization of this Agreement and the Related AgreementsTransaction Documents, the performance of all obligations of the Company hereunder and thereunder at each Closing the Closing, including the pledge of the Collateral as security for the Note, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Shares as payment under the Note, upon conversion of the Note and upon exercise of the Related Agreements Warrant has been taken or will be taken prior to the Closingtaken. The Agreement and the Related AgreementsTransaction Documents, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, (ii) according to general principles of equity that restrict the availability of equitable remedies and (biii) to the extent that the enforceability of the indemnification provisions of the Registration Rights Agreement may be limited by applicable laws. The ▇▇▇▇▇ Guaranty, when executed and delivered, will be a valid and binding obligation of ▇▇▇▇▇ enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) according to general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and Shares upon exercise of the subsequent Warrant, upon conversion of the Notes into Conversion Shares are Note or as payment under the Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective termsrefusal.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (that is not an Inactive Subsidiary) (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and such Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each such Subsidiaries, enforceable against each such person or entity in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing except for any blue sky , NASDAQ or similar filings required after the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Term Notes and the Related Agreements Warrants has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Term Notes and the subsequent conversion of the Term Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, Company (including its officers, directors officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivered, will be valid and binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the CompanyBorrower , its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company Borrower hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company Borrower enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Designation and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (that is not an Inactive Subsidiary) (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and such Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrants has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each such Subsidiaries, enforceable against each such person or entity in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes Convertible Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the either or both Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, action on the part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion Shares are is not and will not be subject to any preemptive pre-emptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive pre-emptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Vote of Directors and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsMortgage Documents (collectively, the "Transaction Documents"), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company or other business form entity, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note is not and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withwith on the date hereof. The sale issuance of the Warrants Warrant is not and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or ----------------------------------- limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related AgreementsAgreements to which it is a party, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements to which it is a party at each the Closing and and, in the case of the Company only, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Option has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Option and the subsequent exercise of the Warrants Option for Warrant Option Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, Company and each of its officers, directors Domestic Subsidiaries (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Domestic Subsidiaries hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Domestic Subsidiaries, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all obligations of the Company hereunder at each and under the Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrants has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes Minimum Borrowing Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. The Company has all corporate right, power and authority to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization of this Agreement and the Related AgreementsRegistration Rights Agreement, (ii) the performance of all obligations of the Company hereunder at each Closing and thereunder, (iii) the authorization, sale, issuance and delivery of the Securities pursuant hereto Common Shares and the Related Agreements Warrants pursuant hereto, and (iv) the issuance and delivery of the Warrant Shares upon exercise of the Warrants, has been taken or will be taken prior to the Closing. The This Agreement and the Related AgreementsRegistration Rights Agreement, when duly executed and delivereddelivered by the Company, will be constitute valid and binding obligations of the Company Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other subject to laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rightsdebtors and the rules of law governing specific performance, injunctive relief or other equitable remedies, and (b) general principles to limitations of equity that restrict the availability of equitable remediespublic policy. The sale and issuance of the Notes Units, and the subsequent conversion exercise of the Notes into Conversion Shares Warrants, are not and will not be subject to any preemptive rights or rights of first refusal that have not properly been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective termsfulfilled.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the “Transaction Documents”), the performance of all obligations of the Company hereunder at each Closing the applicable Closing, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies.

Authorization; Binding Obligations. All corporate action actions on the Company's and its Subsidiaries' part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries' obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be each of the Company's and its Subsidiaries' valid and binding obligations of enforceable against the Company enforceable and its Subsidiary in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. . (c) The sale issuance of the Notes and the subsequent conversion of the Notes Minimum Borrowing Note and the Secured Convertible Term Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action actions on the Company's and its Subsidiaries' part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries' obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be each of the Company's and its Subsidiaries' valid and binding obligations of enforceable against the Company enforceable and its Subsidiary in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. . (c) The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the "Transaction Documents"), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsAmendment and Reaffirmation of Security Agreement (collectively, the “Transaction Documents”), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Closing Shares has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion issuance of the Notes into Conversion Closing Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the WarrantsNote, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Initial Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries’ part of the Company, its officers, directors (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries’ obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Subsidiaries’ valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except except: (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, ; and Security and Purchase Agreement (bii) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes Secured Convertible Term Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Shares and the Related Agreements Warrants has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors Company and stockholders the Subsidiary (including their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company and with respect to the representations and warranties pertaining to it the Subsidiary, enforceable against each such person in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The Except as disclosed on Schedule 4.4, in the Exchange Act Filings or the Financial Statements, the sale of the Notes and Note, the subsequent conversion of the Notes Note into Conversion Shares Note Shares, are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement and the Related AgreementsAgreements to which the Company, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.