Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Shares, in accordance with the terms hereof and, subject to the Shareholder Approval, to issue the Underlying Shares in accordance with the Articles terms of Amendmentthe Series B Certificate of Determination and Series C Certificate of Determination. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there There are no stockholder shareholders agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes and the consummation by it reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares and the Underlying Shares) Notes have been duly authorized by all necessary corporate action on the part Company’s Board of Directors and (other than (i) the filing with the SEC and applicable state securities commissions of Form D and related filings and (ii) the filing with the SEC of one or more Registration Statements and amendments thereto in accordance with the requirements of the Company, and Registration Rights Agreement) no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it the Company is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith therewith, other than in connection with the Required ApprovalsApprovals to be obtained, made, filed or given by the Company after the Closing as contemplated by the Transaction Documents. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contractsas disclosed in the SEC Reports, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledgeknowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, (i) the sale and delivery of the Preferred Shares Initial Securities, (ii) the issuance of the Note Conversion Securities in accordance with the terms of the Rho Notes and (iii) the Underlying Sharesissuance of the Warrant Conversion Securities in accordance with the terms of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with (x) the Required ApprovalsStockholder Approval and (y) any amendment to the Company’s certificate of incorporation (as amended or restated from time to time) as may be necessary to increase the number of shares of Common Stock authorized thereunder so as to enable the Company to issue Note Conversion Securities in connection with any Subsequent Round of Financing (as defined in the Rho Notes) and the approval by the Company’s stockholders of any such amendment (a “Charter Amendment”). Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Subscription Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Common Shares in accordance with the terms hereof and, subject to Shareholder Approval, and to issue the Underlying Shares shares of Common Stock in accordance with the Articles terms of Amendmentthe Subscription Agreements. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the Subscription Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Common Shares and the Underlying SharesCommon Stock) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party and the Subscription Agreements has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Note and the Underlying Sharesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Note and the Interest Shares issuable in accordance with the terms of the Note) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors, and no further corporate action filing, consent or authorization is required by the Company. This Agreement has been, its board of directors or its stockholders in connection therewith and the other than in connection with the Required Approvals. Each of the Transaction Documents will be prior to which it is a party has been (or upon delivery will have been) the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable law. Except for Material Contractsfederal or state securities law and public policy, there are no stockholder agreements, voting agreements, or and the remedy of specific performance and injunctive and other similar arrangements with respect forms of equitable relief may be subject to equitable defenses and to the Company’s capital stock to discretion of the court before which any proceeding therefor may be brought. “Transaction Documents” means, collectively, this Agreement, the Company is a party orNote, to the Company’s Knowledge, between Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”), to execute and file the Certificate of Designations, and, with respect of the Transaction Documents Preferred Shares to which it is a party and otherwise to carry out its obligations hereunder and thereunderbe issued at the Second Closing, including, without limitationafter receipt of the NASDAQ Stockholder Approval, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares and the Underlying reservation for issuance and the issuance of all Conversion Shares issuable upon conversion of the Preferred Shares) , have been duly authorized by all necessary corporate action on the part of the Company, ’s Board of Directors and no further corporate action consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with stockholders, except the Required ApprovalsNASDAQ Stockholder Approval, which shall be obtained prior to the Second Closing. Each of the The Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except (i) as such enforceability that any rights to indemnity or contribution under the Registration Rights Agreement may be limited subject to limitation by public policy under federal securities laws, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles remedies. The Certificate of general applicationDesignations will be filed as promptly as practicable with the Secretary of State of the State of Delaware and will be in full force and effect as of the Initial Closing Date, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which enforceable against the Company is a party or, in accordance with its terms. Neither the Certificate of Incorporation nor the Certificate of Designations shall have been amended prior to the Company’s Knowledge, between or among any of the Company’s stockholdersClosing Date.

Authorization; Enforcement; Validity. The Company has full right and the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by each this Agreement and the Offering Circular, including, without limitation, the offer and sale of the Transaction Documents Shares, whether before or subsequent to which it is a party the date of this Agreement, and to otherwise to carry out its obligations hereunder under this Agreement and thereunderunder the Offering Circular, including, without limitation, to issue issue, whether before or subsequent to the Preferred date of this Agreement, the Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party Offering Circular and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors or its stockholders shareholders in connection therewith other than in connection with the Required ApprovalsApprovals described in Section 2(g) of this Agreement, if any. Each of the Transaction Documents to which it is a party This Agreement has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, ; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and the discretion of the court before which any proceeding may be brought; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law, including but not limited to federal, state or other securities laws, or the public policy underlying such laws. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledgeknowledge, between or among any of the Company’s stockholdersshareholders. For purposes of this Agreement, “knowledge” of the Company means the actual knowledge of the Company’s Chief Executive Officer and President; Senior Vice President/Chief Financial Officer, Treasurer and Corporate Secretary; and Executive Vice President/Chief Operating Officer after their reasonable investigation into the subject matter at issue (collectively, the “Officers”). This Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company.

Authorization; Enforcement; Validity. The Company has and its Subsidiaries have the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its perform their obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentunder this Agreement. The Company’s execution and delivery of each of this Agreement by the Transaction Documents to which it is a party Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (includinghas, but not limited toto the extent required by applicable law or the charter documents of such Person, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors, each Subsidiary’s board of directors or other governing body and no further corporate action filing, consent or authorization is required by the Company, its Subsidiaries, their board of directors or its stockholders in connection therewith their shareholders or other than in connection with the Required Approvalsgoverning body. Each of the Transaction Documents to which it is a party This Agreement has been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will constitute each of its Subsidiaries and constitutes the legal, valid and binding obligation obligations of the Company and it Subsidiaries, enforceable against the Company and its Subsidiaries in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Existing Securities Purchase Agreement, the Notes, the Warrants, the Security Documents, the Guarantees, the Subordination Agreement, the Registration Rights Agreement, the Voting Agreements, the Irrevocable Transfer Agent Instructions and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Promissory Notes, the Certificate of Designations, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each of this Agreement (collectively, the "Transaction Documents to which it is a party Documents"), and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof andand to redeem and exchange, subject as may be the case, the Series B Preferred Shares and the Series C Preferred Shares pursuant to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentthis Agreement. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby (includingthereby, but not limited toincluding without limitation the redemption or exchange, as the case may be, of the Series B Preferred Shares and the Series C Preferred Shares, the sale issuance of the Common Shares and delivery of the Preferred Shares and the Underlying reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares) , have been duly authorized by all necessary corporate action on the part of the Company, 's Board of Directors and no further corporate action consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvalsstockholders. Each of the The Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will Company. The Transaction Documents constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of creditors’ ' rights and remedies or by other equitable principles remedies. The Certificate of general application, (ii) as limited by laws relating Designations has been filed prior to the availability Closing Date with the Secretary of specific performanceState of the State of Delaware and will be in full force and effect, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which enforceable against the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersin accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Second Amended and Restated Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the Certificate of Designation for the Series B Preferred Stock, and the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) Warrant, have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, law or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s stockholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject and thereof. Each Subsidiary has the requisite power and authority to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution enter into and delivery of each of perform its obligations under the Transaction Documents to which it is a party party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the Subsidiaries and the consummation by it the Company and the Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Common Shares, the issuance of the Warrants and the Underlying Sharesreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of a Notice on Form D and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its board the Subsidiaries, their respective Boards of directors Directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement and the Required Approvals. Each of the other Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will constitute constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock The Transaction Documents to which the Company each Subsidiary is a party orhave been duly executed and delivered by each such Subsidiary, and constitutes the legal, valid and binding obligations of such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Company’s KnowledgeWarrants, between or among any the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Consulting Agreement, and each of the Company’s stockholdersother agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby.

Authorization; Enforcement; Validity. The Subject to the receipt of the Capital Increase (as defined below), the Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Certificate of Designations, the Warrants, the Registration Rights Agreement, the Voting Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares issuance of the Securities, and the reservation for issuance in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and of (i) the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares, (ii) the Dividend Shares, and (iii) the Warrant Shares and issuable upon exercise of the Underlying Shares) Warrants, have been duly authorized by all necessary corporate action on the part Company's board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Company, Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further corporate action filing, consent, or authorization is required by the Company, its board of directors or its stockholders in connection therewith therewith. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material ContractsThe Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which enforceable against the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersin accordance with its terms and has not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate issue the transactions contemplated by each of Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentparty. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Convertible Notes and the Underlying Sharesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Notes) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors, and (other than (i) any filings as may be required by any state securities agencies and (ii) a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”)) no further corporate action filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Convertible Notes, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Lock-Up Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes, and the consummation by it reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares and the Underlying Shares) Notes, have been duly authorized by all necessary corporate action on the part Company's Board of Directors and other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under applicable state securities or Blue Sky laws of the CompanyUnited States ("Blue Sky Laws") with respect to the transactions contemplated hereby, (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and (iii) as contemplated pursuant to Sections 4(i) and 4(k) hereof, no further corporate action filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party hereby and otherwise to carry out its obligations hereunder and thereunderhereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmenthereof. The Company’s execution and delivery by the Company of each of the Transaction Documents to which it is a party this Agreement, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) ), have been duly authorized by all necessary corporate action on the part of the CompanyCompany and its Board of Directors, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders shareholders in connection therewith therewith, other than in connection with the Required ApprovalsFilings. Each of the Transaction Documents to which it is a party This Agreement has been (or upon delivery will have been) duly executed by the Company Company, and isassuming the due authorization, or when delivered in accordance with execution and delivery of this Agreement by the terms hereofPurchaser, will constitute the legal, valid and binding obligation of the Company enforceable against the Company it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, ; (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawLaw. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, voting trust agreements or other similar arrangements agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue and the Underlying Shares shares of Common Stock in accordance with the Articles of AmendmentAdditional Agreements. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares hereunder and the Underlying Sharesshares of Common Stock in accordance with the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors or its stockholders shareholders in connection therewith therewith, other than in connection with the Required Approvals. Each This Agreement and each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the Transaction Documents to which it is a party transactions contemplated hereby and otherwise to carry out its obligations hereunder and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (includingNotes, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by the unanimous consent of all necessary corporate action on the part members of the Company's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 5(a)(v)) and other filings as may be required by state securities agencies) no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or remedies. For purposes of this Agreement, the term "Security Documents" means the Security Agreement, any account control agreement, any copyright, patent and trademark agreements required by other equitable principles the terms of general applicationthe Security Agreement, (ii) as limited by laws relating to the availability of specific performanceany and all financing statements, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contractsfixture filings, there are no stockholder security agreements, voting agreementspledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Collateral Agent (as defined in the Security Agreement) to create, perfect, and continue perfected or other similar arrangements with respect to better perfect the Company’s capital stock to which Collateral Agent's security interest in and liens on all of the assets of the Company is a party orand each of its Subsidiaries, if any (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to the Company’s Knowledge, between or among any fully consummate all of the Company’s stockholderstransactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and, assuming each of the Transaction Documents constitutes a valid and binding obligation of the other parties thereto, is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contractsas set forth on Schedule 3.1(c) hereto, there are no stockholder shareholder agreements, voting agreements, preferred investment terms, preemptive rights for existing shareholders, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company Such Purchaser is a validly existing corporation, partnership, limited liability company or other entity and has the requisite corporate corporate, partnership, limited liability or other organizational power and authority to enter into purchase the Securities pursuant to this Agreement. This Agreement and to consummate the transactions contemplated by each Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of the Transaction Documents to which it is a party such Purchaser and otherwise to carry out its obligations hereunder are valid and thereunder, including, without limitation, to issue the Preferred Shares binding agreements of such Purchaser enforceable against such Purchaser in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance or transfer, liquidation moratorium or similar laws relating to, or affecting generally the enforcement of, of creditors’ rights generally and remedies or by other equitable general principles of general application, (ii) as limited by laws equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). The Collateral Agreement, the availability Account Control Agreements and each of specific performancethe other agreements entered into and other documents executed by such Purchaser in connection with the transactions contemplated hereby and thereby as of the Closing will have been duly and validly authorized, injunctive relief or other equitable remedies executed and (iii) insofar delivered on behalf of such Purchaser as indemnification of the Closing and contribution provisions will be valid and binding agreements of such Purchaser enforceable against such Purchaser in accordance with their respective terms, except as enforceability may be limited by applicable law. Except for Material Contractsbankruptcy, there are no stockholder agreementsinsolvency, voting agreementsreorganization, fraudulent conveyance or other transfer, moratorium or similar arrangements with respect laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to the Company’s capital stock to which the Company is enforceability (regardless of whether considered in a party or, to the Company’s Knowledge, between proceeding at law or among any of the Company’s stockholdersin equity).

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Warrants and the reservation for issuance and the subsequent issuance of the Warrant Shares upon exercise of the Warrants and the Underlying SharesShares upon conversion of the Preferred Stock) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. The Company covenants and agrees to seek the Requisite Stockholder Approval as soon as reasonably practicable after the Initial Closing Date and to recommend approval of such resolution. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and under any applicable laws, including without limitation, the rules and regulations of the Principal Market (as defined below) and to issue the Securities in accordance with the terms hereof and thereof, except as disclosed in Schedule 3(b). The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes, the reservation for issuance and the consummation by it issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares Notes and the Underlying Sharesgranting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by all necessary corporate action on the part Company’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Pledge and Security Agreement, and (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Company, and Registration Rights Agreement) no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders stockholders, except as disclosed in connection therewith Schedule 3(b). This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b) below), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the "TRANSACTION DOCUMENTS") and, subject to obtaining the Stockholder Approval (as defined in Section 4(q) below), to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants (other than the filing with the SEC of one or more Registration Statements in accordance with the terms hereof andrequirements of the Registration Rights Agreement) require no further filing, subject to Shareholder obtaining the Stockholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, 's Board of Directors and no further corporate action consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with obtaining the Required ApprovalsStockholder Approval. Each of This Agreement and the other Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes and the consummation by it Warrants and the issuance of the transactions contemplated hereby and thereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale and delivery issuance of Warrant Shares issuable upon exercise of the Preferred Shares Warrants, and the Underlying Sharesgranting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and, and other than the filings specified in Section 3(e), no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith shareholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or remedies. As of the date of issuance of any Additional Notes, such Additional Notes shall have been duly executed and delivered by other equitable principles the Company, and shall constitute the legal, valid and binding obligations of general applicationthe Company, (ii) enforceable against the Company in accordance with their respective terms, except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions such enforceability may be limited by general principles of equity or applicable law. Except for Material Contractsbankruptcy, there are no stockholder agreementsinsolvency, voting agreementsreorganization, moratorium, liquidation or similar laws relating to, or other similar arrangements with respect to affecting generally, the Companyenforcement of applicable creditor’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersrights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party Documents, and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof andand thereof, subject to Shareholder Approval, to issue (ii) the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (includingthereby, but not limited toincluding without limitation, the sale and delivery issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and subject to having sufficient authorized but unissued shares under the Underlying Shares) Company’s Certificate of Incorporation and, with respect to any issuances under Regular Purchases or Accelerated Purchases, final approval of the terms and for the prices to be approved in advance by the Pricing Committee established by the Board in connection with the authorization of this Agreement, the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, ’s Board of Directors and no further corporate action consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith shareholders, (iii) this Agreement has been, and each other than in connection with Transaction Document shall be on the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) Commencement Date, duly executed and delivered by the Company and is(iv) this Agreement constitutes, or when delivered in accordance with and each other Transaction Document upon its execution on behalf of the terms hereofCompany, will constitute shall constitute, the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. Except for Material Contractsas set forth in this Agreement, there are no stockholder agreements, voting agreements, other approvals or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any consents of the Company’s stockholdersBoard of Directors and/or shareholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, that certain Amended and Restated Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), which amends and restates that certain Registration Rights Agreement dated as of September 28, 2007 (the “Prior Registration Rights Agreement”), as amended by that certain First Amendment to the Registration Rights Agreement, dated January 18, 2008, the Security Agreement, the Certificate of Designations for the Series B Preferred Stock, the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery issuance of the Preferred Shares Shares, and the Underlying Shares) Warrant, have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, law or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s stockholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the Certificate of Designation for the Series A Preferred Stock, and the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) Warrant, have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, law or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s stockholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Escrow Agreement, the Lock-Up Agreements, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes and the consummation by it Warrants, the reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares Notes and the Underlying Shares) reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the part Company's Board of Directors and (other than (i) the filing of a Form D under Regulation D of the Company, 1933 Act (ii) obtaining the Stockholder Approval (as defined below) and (iii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.-8-

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate issue the transactions contemplated by each of Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentparty. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Warrants and the Underlying Sharesreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the CompanyRegistration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities laws or agencies, and filing and clearance with the Principle Market (as defined below)) no further corporate action filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Warrants and the reservation for issuance and the subsequent issuance of shares of Series A-2 Preferred Stock upon conversion of the Shares, and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Amended and Restated Debenture, each of the other Amended Transaction Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Amended Transaction Documents by the Company and Parent have been duly authorized by each of the Transaction Documents to which it is a party Company’s and otherwise to carry out its obligations hereunder Parent’s Board of Directors and thereunderthe consummation by the Company and Parent of the transactions contemplated hereby and thereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Amended and Restated Debenture by the Company and the consummation by it issuance of the transactions contemplated hereby and thereby (includingLender Shares by Parent, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, ’s Board of Directors and Parent’s Board of Directors and (other than as may be required by the Bankruptcy Court in the Bankruptcy Proceedings) no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith or Parent, its Board of Directors or its stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Amended Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by each of the Company and isParent, or when delivered in accordance with the terms hereof, will and constitute the legal, valid and binding obligation obligations of each of the Company and Parent, enforceable against the Company and Parent in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the "TRANSACTION DOCUMENTS"), to execute and file the Certificate of the Transaction Documents to which it is a party Designations, and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby (includingthereby, but not limited to, including without limitation the sale and delivery issuance of the Preferred Shares and the Underlying Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares) , have been duly authorized by all necessary corporate action on the part of the Company, 's Board of Directors and no further corporate action consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other (except such stockholder approval as may be required by The Nasdaq Stock Market, Inc. for the issuance of a number of shares of Common Stock which is greater than in connection with the Required Approvals. Each or equal to 20% of the number of shares outstanding on the date of this Agreement). The Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will Company. The Transaction Documents constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of creditors’ ' rights and remedies or by other equitable principles remedies. The Certificate of general application, (ii) as limited by laws relating Designations has been filed prior to the availability Initial Closing Date with the Secretary of specific performanceState of the State of Delaware and will be in full force and effect, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which enforceable against the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersin accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company Seller has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each of this Agreement (collectively, the "Transaction Documents to which it is a party Documents") and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Seller and the consummation by it the Seller of the transactions contemplated hereby and thereby (thereby, including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) have , has been duly authorized by all necessary corporate action on the part Seller's Board of the Company, Directors and no further corporate action consent or authorization is required by the CompanySeller, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Seller, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Seller enforceable against the Company Seller in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by other equitable principles the Seller, and shall constitute the legal, valid and binding obligations of general applicationthe Seller enforceable against the Seller in accordance with their respective terms, (ii) except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions such enforceability may be limited by general principles of equity or applicable law. Except for Material Contractsbankruptcy, there are no stockholder agreementsinsolvency, voting agreementsreorganization, moratorium, liquidation or similar laws relating to, or other similar arrangements with respect to affecting generally, the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any enforcement of the Company’s stockholdersapplicable creditor's rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party (as defined below) and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party (as defined below) by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Convertible Promissory Note, the reservation for issuance and issuance of the Conversion Shares and issuable pursuant to the Underlying Shares) terms of the Convertible Promissory Note, have been duly authorized by all necessary corporate action on the Company’s Board of Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Company, Registration Statement (the “Prospectus”) and any other filings as may be required by the SEC and by any state securities agencies or the Principal Market (as defined below)) no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith or other than in connection with governing body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents (as defined below) will be prior to which it is a party has been (or upon delivery will have been) the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Convertible Promissory Note, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Subject to the receipt of Shareholder Approval and the filing of the Articles of Amendment with the Minnesota Secretary of State, the Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject hereof. Subject to the receipt of Shareholder Approval, to issue Approval and the Underlying Shares in accordance with filing of the Articles of Amendment. The Amendment with the Minnesota Secretary of State, the Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors Board or its stockholders shareholders in connection therewith other than in connection with the Required Approvalstherewith. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will (assuming due authorization, execution and delivery thereof by the other parties thereto) constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawLaw. Except for Material Contractsthe Shareholder Agreement, there are no stockholder shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures, the issuance of the Warrants, and the Underlying Shares) reservation for issuance and the issuance of the Warrant Shares issuable upon the exercise of the Warrants), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith or other than in connection with governmental body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it the Company is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, or the Registration Rights Agreement, the Convertible Debentures, the Warrants, the Irrevocable Transfer Agent Instructions, and each of the other similar arrangements with respect to the Company’s capital stock to which agreements and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s stockholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(xii)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Common Shares and the Underlying Shares) Warrants, the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the part Company's Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Company, Registration Rights Agreement and other filings as may be required by state securities agencies) no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity, applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreementsremedies, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholderslimits on indemnification under applicable federal securities laws.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Warrants and the reservation for issuance and the subsequent issuance of shares of Series E-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Secured Convertible Debenture, the reservation for issuance and issuance of the Conversion Shares and issuable upon conversion of the Underlying Shares) Secured Convertible Debenture), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith shareholders or other governmental body other than in connection with any filing, consent or authorization the Required Approvalsfailure of which to obtain would not reasonably be expected to have a Material Adverse Effect (as defined below). Each of This Agreement has been, and the other Transaction Documents to which it the Company is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, or the Registration Rights Agreement, the Secured Convertible Debenture, the Security Agreement, the Bitcoin Escrow Agreement, and each of the other similar arrangements with respect to the Company’s capital stock to which agreements and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s stockholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and Warrants and the Underlying Sharesreservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares Debentures and the Underlying Warrants and the reservation for issuance and the subsequent issuance of the Conversion Shares upon conversion of the Debentures, the Interest Shares (if interest under the Debentures is paid in Interest Shares) and the Warrant Shares upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out perform its obligations hereunder under this Agreement and thereunder, the Corrected Warrant (including, without limitation, to issue the Preferred issuance of the Corrected Warrant in accordance with the terms hereof and the reservation and issuance of the Corrected Warrant Shares in accordance with the terms hereof andof the Corrected Warrant, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentas applicable). The Company’s execution and delivery of each of this Agreement and the Transaction Documents to which it is a party Corrected Warrant by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Corrected Warrant in accordance with the terms hereof and the Underlying Sharesreservation and issuance of the Corrected Warrant Shares in accordance with the terms of the Corrected Warrant, as applicable) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors and (other than the filing of a Form D with the U.S. Securities and Exchange Commission (the “SEC”) and the filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “Securities Filings”)) no further corporate action filing, consent or authorization is required by the Company, its board of directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement and the Required Approvals. Each of the Transaction Documents to which it is a party Corrected Warrant has been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Ordinary Shares and the Underlying Sharesissuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (ii) no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith or other governing body of the Company (other than in connection the filing with the Required Approvals. Each SEC of one or more Registration Statements (as defined in the Transaction Documents to which it is a party has been (or upon delivery will have beenRegistration Rights Agreement) duly executed by the Company and is, or when delivered in accordance with the terms hereofrequirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, and the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will constitute be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.“

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Certificate of Designations, and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors, and no further corporate action filing, consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles remedies. The Certificate of general applicationDesignations has been filed with the Secretary of State of the State of Delaware and is in full force and effect, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which enforceable against the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersin accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has has, and represents and warrants that the Subsidiaries have the requisite corporate power and authority to enter into and perform their respective, applicable obligations under this Agreement (including its Exhibits and Schedules), the Senior Debentures, the Warrants and the Registration Rights Agreement, (collectively, the “Transaction Documents”), which are enforceable in accordance with their terms, and to consummate issue the transactions contemplated by each Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Senior Debentures and the consummation by it Warrants, the issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares Senior Debentures, and the Underlying Shares) issuance of Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by all necessary corporate action on the part of the Company, ’s Board of Directors and no further corporate action filing, consent, or authorization is required by the Company, its board of directors Company or its Board of Directors. The Company’s stockholders in connection therewith have waived their preferential rights over the Conversion Shares, the Interest Shares and over the Warrant Shares, and no priority subscription period is applicable. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company and its Subsidiaries each has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the transactions contemplated by each of Notes, the Transaction Documents Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) to which it is a party party, and otherwise each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to carry out issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and its obligations hereunder Subsidiaries and thereunderthe consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes, the reservation for issuance and the consummation by it issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares Notes, and the Underlying Shares) granting of a security interest in the Collateral (as defined in the Security Documents), have been duly authorized by all necessary corporate action on the part of the Company, ’s and such Subsidiaries’ respective Board of Directors and no further corporate action consent, or authorization is required by the Company, its board such Subsidiaries, their respective Board of directors Directors or its stockholders in connection therewith their respective stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and issuch Subsidiaries, or when delivered in accordance with the terms hereof, will and constitute the legal, valid and binding obligation obligations of the Company and such Subsidiaries, enforceable against the Company and such Subsidiaries in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Warrants and the reservation for issuance and the subsequent issuance of shares of Series F-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Each of the Company and its Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out perform its obligations hereunder under this Agreement, the Purchase Agreement (as amended hereby), the Post-Closing Obligations Agreement (as amended hereby), the Notes and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentother Related Agreements. The Company’s execution and delivery of each of this Agreement by the Transaction Documents to which it is a party Company and its Subsidiaries and the consummation by it of the transactions contemplated hereby hereby, by the Purchase Agreement (as amended hereby), by the Post-Closing Obligations Agreement (as amended hereby), by the Notes and thereby (including, but not limited to, by the sale and delivery of the Preferred Shares and the Underlying Shares) other Related Agreements have been duly authorized by all necessary corporate action on the part respective boards of directors of the CompanyCompany and its Subsidiaries, and no further corporate action consent or authorization is required by the Company, its board Subsidiaries or their respective boards of directors or its stockholders in connection therewith other than in connection with the Required Approvalsshareholders. Each of the Transaction Documents to which it is a party This Agreement has been (or upon delivery will have been) duly executed and delivered by the Company and iseach of its Subsidiaries, or when delivered in accordance with and each of this Agreement, the terms hereofPurchase Agreement (as amended hereby), will constitute the legalPost-Closing Obligations Agreement (as amended hereby), the Notes and the other Related Agreements constitutes a valid and binding obligation of each of the Company and its Subsidiaries (as applicable), enforceable against each of the Company and its Subsidiaries (as applicable) in accordance with its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue and the Underlying Shares shares of Class A Common Stock in accordance with the Articles terms of Amendmentthe Additional Agreements. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares hereunder and the Underlying Sharessale and delivery of shares of Class A Common Stock under the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors Board or its stockholders shareholders in connection therewith other than in connection with the Required Approvalstherewith. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawlaw or public policy. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, voting trust agreements or other similar arrangements agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Notes and the Underlying Sharesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors or other governing body and (other than the filing with the SEC of a Form D with the SEC and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith or other than in connection with governing body. This Agreement and the Required Approvals. Each of the other Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will constitute constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Notes, the Warrants, and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Amended and Restated Certificate of Designation for the Series D Preferred Stock, as amended, the Warrant, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) Warrant, have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, law or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s stockholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles Certificate of AmendmentDetermination. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, Company (including the issuance of the Preferred Shares and the reservation of the shares of the Common Stock) and no further corporate action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. Each of the This Agreement and each other Transaction Documents Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and isand, or when delivered in accordance with the terms hereofhereof and thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except except: (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar moratorium and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general application, generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material ContractsThe Sponsor Transfer Agreement has been (or upon delivery will have been) duly executed by the Sponsor and, there are no stockholder agreementswhen delivered in accordance with the terms hereof and thereof, voting agreementswill constitute the valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other similar arrangements with respect equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Prior to the Company’s capital stock to which Closing, each of the Certificate of Incorporation, Conversion Certificate and Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersin accordance with its terms and has not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Registration Rights Agreement between the Company and the Purchaser, dated as of the date hereof, in the form of Exhibit G attached hereto (the “Registration Rights Agreement”) the Security Agreement, the Certificate of Designations for the Preferred Shares, and the Warrants, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) Warrants, have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, law or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s stockholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Series C Preferred Shares in accordance with the terms hereof and, subject to Shareholder receipt of the Stockholder Approval, to issue the Underlying Shares in accordance with the Articles Certificate of AmendmentDesignations. The Company’s 's execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Series C Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors or Directors or, except for the Stockholder Approval, its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contractsas otherwise contemplated by this Agreement, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s 's capital stock to which the Company is a party or, to the Company’s 's Knowledge, between or among any of the Company’s 's stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue and the Underlying Shares shares of Common Stock in accordance with the Articles of AmendmentAdditional Agreements. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares hereunder and the Underlying Sharesshares of Common Stock in accordance with the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors Board or its stockholders shareholders in connection therewith other than in connection with the Required Approvalstherewith. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, voting trust agreements or other similar arrangements agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures and the Underlying Shares) issuance of the Warrants, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise thereof), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith shareholders or other than in connection with governmental body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it the Company is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, or the Convertible Debentures, the Warrants, the Irrevocable Transfer Agent Instructions, and each of the other similar arrangements with respect to the Company’s capital stock to which agreements and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s stockholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Notes and the Underlying Sharesissuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Common Shares, the issuance of the Warrants and the Underlying Sharesreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (other than the filing with the SEC of a Form D with the SEC and any other filings as may be required by any state securities agencies) no further corporate filing, consent or authorization or action is required by the Company, its board of directors or its stockholders in connection therewith or other governing body other than in connection with Required Approvals (as defined below). This Agreement has been, and the Required Approvals. Each of the other Transaction Documents will be prior to which it is a party has been (or upon delivery will have been) the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar except as rights to indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Warrants, the Waiver Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares Debentures and the Underlying reservation for issuance and the subsequent issuance of the Conversion Shares upon conversion of the Debentures, the Interest Shares (if interest under the Debentures is paid in Interest Shares)) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party Documents, and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Purchase Shares in accordance with the terms hereof andand thereof, subject to Shareholder Approval, to issue (ii) the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale reservation for issuance and delivery the issuance of the Preferred Purchase Shares and the Underlying Shares) issuable under this Agreement, have been duly authorized by all necessary corporate action on the part of the Company, 's Board of Directors and no further corporate action consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders, (iii) this Agreement has been, and each other than in connection with Transaction Document shall be on the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) Commencement Date, duly executed and delivered by the Company and is(iv) this Agreement constitutes, or when delivered in accordance with and each other Transaction Document upon its execution on behalf of the terms hereofCompany, will constitute shall constitute, the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of creditors’ ' rights and remedies remedies. The Board of Directors of the Company has authorized this Agreement and the transactions contemplated hereby. The authorization of the Board of Directors is valid, in full force and effect and have not been modified or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawsupplemented in any respect. Except for Material Contractsas set forth in this Agreement, there are no stockholder agreements, voting agreements, other approvals or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any consents of the Company’s stockholdersBoard of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Articles of Incorporation (as defined below) and/or Bylaws (as defined below) to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has Sellers have the requisite corporate power and authority to enter into and perform their respective obligations under this Agreement. The Company has the requisite power and authority to consummate enter into and perform its obligations under the Registration Rights Agreement. The Sellers have the requisite power and authority to sell the Series A Preferred Stock in accordance with the terms hereof. The execution and delivery of this Agreement by the Sellers has been duly authorized by the boards of directors of the Sellers, as required and the consummation by the Sellers of the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunderhereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each sale of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (includingSeries A Preferred Stock, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have has been duly authorized by all necessary corporate action on the part boards of directors of the CompanySellers, as required. This Agreement has been duly executed and no further corporate action is required delivered by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company Sellers and is, or when delivered in accordance with the terms hereof, will constitute constitutes the legal, valid and binding obligation obligations of the Company Sellers, enforceable against the Company them in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or remedies. The Registration Rights Agreement will as of the Closing Date be duly executed and delivered by other equitable principles the Company, and when executed and delivered by the Company, will be the legal, valid and binding obligation of general applicationthe Company, (ii) enforceable against it in accordance with its respective terms, except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions such enforceability may be limited by general principles of equity or applicable law. Except for Material Contractsbankruptcy, there are no stockholder agreementsinsolvency, voting agreementsreorganization, moratorium, liquidation or similar laws relating to, or other similar arrangements with respect to affecting generally, the enforcement of applicable creditors’ rights and remedies. The Assignment and Assumption Agreement (as defined in Section 8(o)) will as of the Closing Date be duly authorized, executed and delivered by the Company’s capital stock to which the Company is a party or, to and when executed and delivered by the Company’s Knowledge, between or among any will be the legal, valid and binding obligation of the Company’s stockholders, enforceable against it in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Acquisition Agreement and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, and to issue the Underlying Shares in accordance with the Articles Certificate of AmendmentDesignations. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the Acquisition Agreement and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required ApprovalsApprovals or as set forth in the Acquisition Agreement. Each of the Transaction Documents to which it is a party and the Acquisition Agreement has been (been, or upon delivery when executed will have been) be, duly executed by the Company and is, or when delivered in accordance with the terms hereofwill be, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by 12 U.S.C. § 1818(b)(6)(D) (or any successor statute) and similar bank regulatory powers, (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiiiv) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Debentures, the Warrant, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Debentures and the consummation by it of the transactions contemplated hereby and thereby (includingWarrant, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, law or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s stockholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Investor Rights Agreement, the Certificate, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Management Services Agreement and any other certificate, instrument or document contemplated hereby or thereby (collectively, the “Transaction Documents”) and to consummate issue the transactions contemplated by each Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Series AA Preferred, the reservation for issuance and the consummation by it issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Series AA Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and, other than the filings specified in Section 3(e) and the Stockholder Approval (as defined in Section 4(n)), no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents dated on or prior to which it is a party has the date hereof have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or remedies. Any other Transaction Documents dated after the date herewith upon execution shall have been duly executed and delivered by other equitable principles the Company, and constitute the legal, valid and binding obligations of general applicationthe Company, (ii) enforceable against the Company in accordance with their respective terms, except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions such enforceability may be limited by general principles of equity or applicable law. Except for Material Contractsbankruptcy, there are no stockholder agreementsinsolvency, voting agreementsreorganization, moratorium, liquidation or similar laws relating to, or other similar arrangements with respect to affecting generally, the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any enforcement of the Company’s stockholdersapplicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate issue the transactions contemplated by each of Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentparty. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Shares, the issuance of the Notes and the Underlying Sharesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and other than (i) the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies, (ii) the 8-K Filing, (iii) a Listing of Additional Shares Notification with the Principal Market, and (iv) the Stockholder Approval (as defined below) (collectively, the “Required Filings and Approvals”) no further corporate action filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect Prior to the Company’s capital stock Closing, the Transaction Documents to which the Company each Subsidiary is a party orwill be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Company’s KnowledgeClosing, between the Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the Notes, the Investor Note, the Security Documents, the Note Purchase Agreements, the Master Netting Agreement, the Voting Agreement, the Voting and Lockup Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures and the Underlying Shares) issuance of the Warrants, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise thereof), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith shareholders or other than in connection with governmental body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it the Company is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, or the Registration Rights Agreement, the Convertible Debentures, the Global Guaranty, the Warrants, the Irrevocable Transfer Agent Instructions, and each of the other similar arrangements with respect to the Company’s capital stock to which agreements and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s stockholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Certificate of Designations, the Warrants, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the issuance of the Preferred Shares in accordance with and Warrants and the terms hereof and, subject to Shareholder Approval, to issue reservation for issuance and the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares and the Underlying Shares) reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the part Company’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Company, Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further corporate action filing, consent, or authorization is required by the Company, its board of directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles remedies. The Certificate of general applicationDesignations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Nevada and is in full force and effect, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which enforceable against the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersin accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents and to consummate issue the transactions contemplated by each Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes and the consummation by it Warrants, the reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares Notes, and the Underlying Shares) reservation for issuance and the issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the part Company’s Board of Directors and other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under Blue Sky Laws with respect to the transactions contemplated hereby, (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the CompanyRegistration Rights Agreement and (iii) as contemplated pursuant to Section 5.7 hereof, and no further corporate action filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith therewith. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate issue the transactions contemplated by each of Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentparty. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) have been duly authorized by all the Board of Directors, and (other than (i) the filing with the SEC of a Form D under Regulation D of the Securities Act (ii) the 8-K Filing (as defined below), (iii) any action necessary corporate action in order to qualify the Securities, and any other filings as may be required by any state securities agencies and/or applicable blue sky laws, and (iv) if applicable, the listing of the Shares on the part of the Company, and Principal Market (as defined below)) no further corporate action filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents will be, prior to which it is a party has been (or upon delivery will have been) the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Notes and any other certificate, instrument or document contemplated hereby or thereby (collectively, the “Transaction Documents”) and to consummate issue the transactions contemplated by each Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes and the consummation by it reservation for issuance and issuance of the transactions contemplated hereby and thereby (includingConversion Shares issuable upon conversion thereof, but not limited torespectively, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and, and other than the filings specified in Section 4(b), no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or remedies. Any other Transaction Documents dated after the date herewith upon execution shall have been duly executed and delivered by other equitable principles the Company, and constitute the legal, valid and binding obligations of general applicationthe Company, (ii) enforceable against the Company in accordance with their respective terms, except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions such enforceability may be limited by general principles of equity or applicable law. Except for Material Contractsbankruptcy, there are no stockholder agreementsinsolvency, voting agreementsreorganization, moratorium, liquidation or similar laws relating to, or other similar arrangements with respect to affecting generally, the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any enforcement of the Company’s stockholdersapplicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Second Amended and Restated Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit E (the “Registration Rights Agreement”), the Amended and Restated Certificate of Designation for the Series A Preferred Stock, the New Debenture, the Warrants, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party New Debenture and the consummation by it of the transactions contemplated hereby and thereby (includingWarrants, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, law or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s stockholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmenthereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors Board or its stockholders shareholders in connection therewith other than in connection with the Required Approvalstherewith. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material ContractsContracts filed as exhibits to the Company’s SEC Reports, there are no stockholder shareholder agreements, voting agreements, voting trust agreements or other similar arrangements agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to the Shareholder ApprovalApprovals, to issue the Underlying Shares in accordance with the Articles Certificate of AmendmentDetermination. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors Board or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, voting trust agreements or other similar arrangements agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. (i) The Company and each Guarantor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Other Purchase Agreements, the Notes, the Guarantees, the Indenture and the Collateral Documents (as defined in the Indenture) (collectively, the “Transaction Documents”) and to consummate issue the transactions contemplated by each Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder each Guarantor and thereunderthe consummation by the Company and each Guarantor of the transactions contemplated hereby and thereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes and the consummation by it granting of a security interest in the transactions contemplated hereby and thereby Collateral (including, but not limited to, as defined in the sale and delivery of the Preferred Shares and the Underlying SharesIndenture) have been duly authorized by all necessary corporate action on the part of the Company, ’s and each Guarantor’s Board of Directors and no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith (other than in connection (i) the filing of appropriate UCC financing statements and analogous registrations with the Required Approvals. Each appropriate states, provinces and other authorities pursuant to the Collateral Documents, (ii) the filing of grant deeds or similar security instruments with the U.S. Copyright Office and the U.S. Patent and Trademark Office, (iii) the filing of a Form D with respect to the Notes as required under Regulation D and (iv) such filings required under applicable securities or “Blue Sky” laws of the states of the United States). This Agreement and the other Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and iseach Guarantor, or when delivered in accordance with the terms hereof, will and constitute the legal, valid and binding obligation obligations of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, remedies. (ii) The provisions of each Collateral Document are effective to create, in favor of Wilmington Trust FSB, in its capacity as limited Collateral Agent (the “Collateral Agent”), for the benefit of the Secured Parties (as defined in the Indenture), legal, valid and enforceable first priority liens (subject to Permitted Liens (as defined in the Indenture)) in the Collateral, and all necessary recordings and filings will be made in all necessary public offices and all other necessary and appropriate action will be taken so that the liens created by laws relating the Collateral Documents will constitute perfected first priority liens (with such exceptions as contemplated thereby) on or in the Collateral described therein and all necessary consents to the availability creation, effectiveness, priority and perfection of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect each such lien will have been obtained to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersextent required under each Collateral Document.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Stockholder Approval, to issue the Underlying Shares in accordance with the Articles of AmendmentSupplementary. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the CompanyRegistration Rights Agreement, the 8-K Filing (as defined below), a Form D with the SEC, the NYSE MKT authorization of the additional listing of the shares of Common Stock issuable under this Agreement, and any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)), no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith or other than in connection with the Required Approvals. Each governing body of the Company. This Agreement has been, and the other Transaction Documents will be prior to which it is a party has been (or upon delivery will have been) the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Registration Rights Agreement and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each and, except as set forth in Section 3(b) of the Disclosure Letter, perform its obligations under this Agreement and the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Stock and the Underlying Sharesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of, or as dividends on, the Preferred Stock, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (other than the filing with the SEC of a final prospectus supplement relating to the transactions contemplated hereby (the “Prospectus Supplement”)) no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith or other than in connection with governing body or regulatory authority. This Agreement and the Required Approvals. Each of the other Transaction Documents to which it the Company is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereofhereof and thereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are collectively, this Agreement, the Warrants, the Certificate of Determination, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby. The Company has no stockholder agreements, voting agreements, or other similar arrangements reason to believe that it will be unable to comply with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of its obligations under any of the Company’s stockholdersTransaction Documents (including, without limitation, as a result of application of Section 500 or Section 501 of the California Corporations Code).

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into the Transaction Documents and to perform its obligations thereunder and consummate the transactions contemplated by each hereby or thereby. Assuming there are a sufficient number of authorized shares of Preferred Stock and Common Stock for the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunderissuance of Subsequent Securities after the date hereof, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, its directors and no further corporate action is required by stockholders necessary for the Companyauthorization, its board execution, sale, issuance and delivery of directors or its stockholders the Series A Preferred Stock the Warrants and the Warrant Shares, and subject to the Requisite Stockholder Approval, the Series B Preferred Stock and the Conversion Shares contemplated herein and in connection therewith other than in connection with the Required ApprovalsCredit Agreement has been taken. Each Assuming there are a sufficient number of authorized shares of Preferred Stock and Common Stock for the issuance of Subsequent Securities after the date hereof, each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, examinership, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares and the Underlying Shares) ), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith shareholders or other governmental body, other than in connection with the Required Approvals. Each approval of the Company’s shareholders, including, without limitation, as required by the applicable rules of the Nasdaq Stock Market for issuance of shares in excess of the Exchange Cap, and the approval of the TSX, as applicable. This Agreement has been, and the other Transaction Documents to which it the Company is a party has been (or upon delivery will have been) be prior to the Effective Date, duly executed and delivered by the Company Company, and iseach constitutes, or when delivered in accordance with the terms hereofwill constitute, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreements, or this Agreement and each of the other similar arrangements with respect to the Company’s capital stock to which agreements and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s stockholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Side Letter (collectively, the "Transaction Documents") and to consummate issue the transactions contemplated by each Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the issuance of the Preferred Shares in accordance with Shares, the terms hereof and, subject to Shareholder Approval, to issue reservation for issuance and the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Preferred Shares and the Underlying reservation for issuance and the issuance of the Dividend Shares) , collectively up to the Exchange Cap, have been duly authorized by all necessary corporate action on the part Board and (other than the filing with the SEC of a Form D and one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies or any applicable stock exchange on which the Company's Common Stock is listed for trading or as specified in the Disclosure Schedules) (the foregoing, and the "Required Filings") no further corporate action filing, consent, or authorization is required by the Company, its board of directors Board or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company Ocugen has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Securities Escrow Agreement, the SPA Lock-Up Agreements (as defined below) and each of the other agreements entered into by Ocugen in connection with the transactions contemplated by each of this Agreement (collectively, the “Ocugen Transaction Documents to which it is a party Documents”) and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Common Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Ocugen Transaction Documents to which it is a party by Ocugen and the consummation by it Ocugen of the transactions contemplated hereby and thereby (thereby, including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares and the Underlying Common Shares) , have been duly authorized by all necessary corporate action on Ocugen’s Board of Directors and (other than the part filing of a Form D with the CompanySEC and any other filings as may be required by any state securities agencies), and except as disclosed in Schedule 3(b), no further corporate action filing, consent or authorization is required by the CompanyOcugen, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Ocugen Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Ocugen, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Ocugen, enforceable against the Company Ocugen in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the reservation for issuance and the subsequent issuance of the Underlying Common Shares upon conversion of the Shares, Warrant Shares upon exercise or exchange of the Warrants and shares of Common Stock upon exercise or exchange of the Amended Warrant) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures, the issuance of the Warrants, and the Underlying Shares) reservation for issuance and the issuance of the Warrant Shares issuable upon the exercise of the Warrants), have been duly authorized by all necessary corporate action on the part of the Company’s board of directors and, and except as set forth on Schedule 3(b), no further corporate action filing, consent or authorization is required by the Company, its board of directors or its stockholders in connection therewith or other than in connection with governmental body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it the Company is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts“Transaction Documents” means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, or the Registration Rights Agreement, the Convertible Debentures, the Warrants, the Irrevocable Transfer Agent Instructions, and each of the other similar arrangements with respect to the Company’s capital stock to which agreements and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s stockholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements and other instruments to consummate be entered into by any of the parties hereto in connection with any of the transactions contemplated by each of this Agreement (collectively, the “Transaction Documents to which it is a party Documents”) and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Common Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company, the performance of its obligations thereunder and the consummation by it the Company of the transactions contemplated hereby and thereby (thereby, including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares and the Underlying Common Shares) , have been duly authorized by all necessary corporate action the Company’s Board of Directors (the “Board”) and (other than (i) the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, (ii) the filing of a Notice of Exempt Offering of Securities on Form D with the part SEC under Regulation D promulgated under the 1933 Act, (iii) the filing of an Interim OTCQB Certification with the OTC Markets and (iv) other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company or its Board. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and no further corporate action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity, applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreementsremedies, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholderslimits on indemnification under applicable federal securities laws.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreement and the other Definitive Documents, to consummate the transactions transaction contemplated by each of the Transaction Documents to which it is a party hereby and otherwise to carry out its obligations hereunder thereby and thereunder, including, without limitation, to issue the Preferred Shares Securities (as defined below) in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of the Transaction Agreement and the other Definitive Documents to which it is a party by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (includingincluding the issuance of the Securities and the reservation for issuance and issuance of Common Stock (as defined below) issuable upon the exercise of the Warrants in accordance with, but not limited and pursuant to, the sale and delivery of the Preferred Shares and the Underlying SharesWarrant Certificate) have been duly authorized by all necessary corporate action the Company, and such authorization has not been, and as of the Closing will not have been, subsequently rescinded or modified in any way, and (other than the filing and effectiveness with the Securities and Exchange Commission (the “SEC”) of one or more Registration Statements in accordance with the requirements of the Rights Offering Agreement, the amended Registration Rights Agreement and Form D, if applicable, and the filing of the Amended and Restated Certificate of Designations pursuant to and in accordance with the Agreement), no further filing, consent or authorization is or will be required to be made by or on the part behalf of the Company, its Subsidiaries and no further corporate action their respective boards of directors, stockholders or other governing bodies in connection with the transactions contemplated by the Definitive Documents. The Agreement has been, and the other Definitive Documents to which the Company is required a party will be, prior to the Closing, duly executed and delivered by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable lawfederal or state securities Law (the “General Enforceability Exceptions”). Except for Material Contracts, there are no stockholder agreements, voting agreements, At or other similar arrangements with respect prior to the Company’s capital stock to which Closing, the Company is a party or, will cause the Series B-3 COD to be filed with the Company’s Knowledge, between or among any Secretary of State of the Company’s stockholdersState of Delaware, and the Company will ensure that, at and as of the Closing, the Series B-3 Preferred Stock will be in full force and effect, enforceable against the Company in accordance with its terms and will not have been amended or modified. “Securities” means the Series B-3 Preferred Stock and the Warrants (including the shares of Common Stock issuable upon exercise of the Warrants), in each case, that will be delivered to each of the Commitment Parties at the Closing.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into into, and to consummate perform its obligations under, this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party party, and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Purchased Shares in accordance with the terms hereof andand thereof as applicable, subject to Shareholder the receipt of the affirmative vote of the holders of a majority of the votes cast at the Company Stockholders Meeting (as defined in the Accelmed SPA) (the "Company Stockholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment"). The Company’s execution and delivery by the Company of each of this Agreement and the other Transaction Documents to which it is a party party, and the consummation by it the Company of the transactions contemplated hereby and thereby (includingthereby, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part Board and, other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the CompanyRegistration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies, no further corporate action filing, consent or authorization is required by the Company, its board of directors the Board or its stockholders in connection therewith or other governing body, other than in connection with the Required ApprovalsCompany Stockholder Approval. Each of This Agreement has been, and the other Transaction Documents to which it the Company is a party has been (or will be, upon delivery will have been) at the Closing, duly executed and delivered by the Company Company, and iseach constitutes, or when delivered in accordance with the terms hereofhereof will constitute, will constitute the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general applicationremedies, (ii) except as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies and (iii) insofar except as rights to indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts"Transaction Documents" means, there are no stockholder agreementscollectively, voting agreementsthis Agreement, the Stockholders Undertakings (as defined in the Accelmed SPA), the Registration Rights Agreement, and each of the other agreements and instruments entered into or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s stockholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Subscription Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, and to issue the Underlying Shares shares of Common Stock in accordance with the Articles terms of Amendmentthe Subscription Agreements. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the Subscription Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares Securities pursuant to this Agreement and the Underlying Sharesother Transaction Documents and the Common Stock issued pursuant to the Subscription Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board of directors directors, or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party and the Subscription Agreements has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereofhereof or thereof, will constitute the legal, valid valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmenthereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and remedies, (iii) insofar as indemnification and contribution provisions may be limited by applicable lawLaw and (iv) as limited through the exercise of supervisory or enforcement powers of applicable Government Authorities. Except Other than as provided for Material Contractsin Transaction Documents, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to the Shareholder ApprovalApprovals, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there There are no stockholder shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersshareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate issue the transactions contemplated by each of Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentparty. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Notes and the Underlying Sharesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the CompanyRegistration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders in connection therewith or other governing body (other than in connection with Shareholder Approval (as defined below)). This Agreement has been, and the Required Approvals. Each of the other Transaction Documents will be prior to which it is a party has been (or upon delivery will have been) the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect Prior to the Company’s capital stock Closing, the Transaction Documents to which the Company each Subsidiary is a party orwill be duly executed and delivered by each such Subsidiary, to and shall constitute the Company’s Knowledge, between or among any of the Company’s stockholders.legal,

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Stockholder Approval, to issue the Underlying Shares in accordance with the Articles Certificate of AmendmentDesignations. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares Securities in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Stock and the Underlying Sharesreservation for issuance and issuance of the Conversion Shares issuable under the Certificate of Designation with respect to the Preferred Stock,) have been duly authorized by all necessary corporate action on the part Board of Directors and (other than any filings as may be required by the CompanyTransaction Documents, the Commission, including a Form D, and by any state securities agencies or the Trading Market (as defined below)) no further corporate action filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith or other governing body other than in connection with the Required Approvals. Each of This Agreement has been, and the other Transaction Documents will be prior to which it is a party has been (or upon delivery will have been) the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. Except for Material ContractsThe Certificate of Designation has been filed with the Secretary of State of the State of Delaware and is in full force and effect, there are enforceable against the Company in accordance with its terms and has not been amended. The SEC Reports contain copies of the Certificate of Incorporation and the Bylaws, and no stockholder agreements, voting agreements, or other similar arrangements with respect amendment to modification to the Company’s capital stock to which the Company Certificate of Incorporation or Bylaws as been implemented but not been publicly disclosed, and no such amendment or modification is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholderscontemplated.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each of this Agreement (collectively, the “Transaction Documents to which it is a party Documents”) and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentand thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and other than (i) a Form D with the SEC and any other filings as may be required by any state securities agencies and (ii) the 8-K Filing (collectively, the “Required Filings and Approvals”), no further corporate action filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies. Except for Material Contracts, as set forth in Schedule 3(b) there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the actual knowledge after reasonable inquiry of the Company’s chief executive officer, chief financial officer and general counsel, but without any obligation to conduct investigation of anyone outside of the Company or its Subsidiaries (collectively, the “Company’s Knowledge”), between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Security Agreements, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party Notes and the consummation by it Warrants, the reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale reservation for issuance and delivery issuance of Warrant Shares issuable upon exercise of the Preferred Shares Warrants, the reservation for issuance and issuance of Interest Shares, if any, and the Underlying Sharesgranting of a security interest in the Collateral (as defined in the Security Agreements) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreements, and (ii) the filing with the SEC of one or more registration statements in accordance with the requirements of Section 4(t) hereof) no further corporate action filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders in connection therewith stockholders. This Agreement and the other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying reservation for issuance and the subsequent issuance of shares of Series A-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Warrants and the reservation for issuance and the subsequent issuance of shares of Series B-2 Convertible Preferred Stock upon conversion of the Shares and Series B-3 Convertible Preferred Stock upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate issue the transactions contemplated by each of Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendmentparty. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents to which it is a party by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Preferred Shares Notes, the issuance of the Warrants and the Underlying issuance of the Warrant Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing of a Form D with the SEC and the filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “Securities Filings”)) no further corporate action filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders in connection therewith or other than in connection with governing body. This Agreement has been, and the Required Approvals. Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.remedies

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The issuance of the Securities is within the scope of the general mandate granted to the Board by the Company’s shareholders at the Company’s annual general meeting held on June 2, 2008 to allot, issue, grant, distribute and otherwise deal with additional securities in the Company, not exceeding twenty percent of the issued share capital of the Company at the date of such resolution. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Preferred Shares in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each issuance of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have Securities has been duly authorized by all necessary corporate action on the part of the Company, Board and no further corporate action filing, consent or authorization is required by the CompanyBoard, its board of directors except for the filing, consent or its stockholders in connection therewith other than authorization in connection with the Required Approvals. Each satisfaction of the conditions in Sections 5(a) and (b) below and any required filings regarding the issuance or listing of additional securities with The Stock Exchange of Hong Kong Limited (the “SEHK”) or the New York Stock Exchange (the “NYSE”). This Agreement and the other Transaction Documents to which it is a party has been (or upon delivery will have been) when duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholdersremedies.