Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Shares to be issued at the Closing, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares to be issued at and Incremental Conversion Shares issuable upon conversion or exercise of the ClosingNotes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries 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, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-up Agreements (as defined in Section7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below), the Voting Agreements (as defined in Section 4(s)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares to be issued at and the Closing, reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the respective boards Company’s Board of directors Directors and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, more Registration Statements (as applicable, defined in the Registration Rights Agreement) in accordance with the requirements of the Company Registration Rights Agreement and each of its Subsidiaries, (other filings as applicable, and may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries’ respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. For purposes of this Agreement, the term “Security Documents” means Guarantee Agreement, the Security Agreement, that certain Reaffirmation Agreement in the form attached hereto as Exhibit F (as amended or modified from time to time in accordance with its terms, the “Reaffirmation Agreement”), any account control agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Collateral Agent to create, perfect, and continue perfected or to better perfect the Collateral Agent’s security interest in and liens on all of the assets of the Company and each of its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the New Warrants and the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the New Warrants and the reservation for issuance and the issuance of the New Warrant Shares to be issued at issuable upon exercise of the ClosingNew Warrants, have been duly authorized by the respective boards Company’s Board of directors Directors (or a committee thereofthe “Board”), membersand (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 Registration Rights Agreement, managers, trustees, stockholders, other equityholders or holders any filings pursuant to the Securities Exchange Act of beneficial interests1934, as applicable, of amended (the Company and each of its Subsidiaries, as applicable“1934 Act”), and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries Board or any of their respective boards of directors, members, managers, trustees, its stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding than the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares approval of the Series A Preferred. The parties to this Agreement agree that promptly after Closing Principal Market regarding the Company will prepare listing of the necessary corporate documentation to amend its Certificate of Incorporation and will make New Warrant Shares (the applicable proxy filing pursuant to the applicable Securities Laws “Principal Market Approval”) and the Buyers shall approve filing of any document that may be required by the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredPrincipal Market. This Agreement and the other Transaction Documents Registration Rights Agreement have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute constitute, and any New Warrants, when issued by the Company in accordance with this Agreement will constitute, the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of Subject to obtaining Stockholder Approval, the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and each of the other Transaction Documents agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), to which such Person is a party execute and file the Certificates of Amendment, and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each the execution and filing of its Subsidiaries the Certificates of Amendment by the Company and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Mandatory Preferred Shares to be issued at and the Closingreservation for issuance and the issuance of the Mandatory Conversion Shares issuable upon conversion of the Mandatory Preferred Shares, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock stockholders (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredexcept for Stockholder Approval). This Agreement has been duly executed and delivered by the other Transaction Documents Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Registration Rights Agreement, upon its execution and delivery to the Buyers hereunder, shall have been duly executed and delivered by the Company and each of its Subsidiaries that is shall be a party thereto, and constitute the valid and binding obligations agreement enforceable against the Company in accordance with its terms, except 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. The Series B-1 Certificate of Amendment and, provided that Stockholder Approval is obtained, the Series B Certificate of Amendment will have each been filed on or before the Mandatory Closing Date with the Secretary of State of the Company State of Delaware and, as of the Mandatory Closing Date, will be in full force and each of its Subsidiarieseffect, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms and shall not have been amended unless in compliance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Exchange Documents to which such Person it is a party and to issue the Shares Securities in accordance with the terms hereof thereof. Each Subsidiary has the requisite power and thereofauthority to enter into and perform its obligations under the Exchange Documents to which it is a party. The execution and delivery of the Transaction Documents by the Company of this Agreement and each of its Subsidiaries the other Exchange Documents to which it is a party, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Convertible Notes) have been duly authorized by the respective boards Company’s board of directors directors, and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, more Registration Statements (as applicable, defined in the Amended and Restated Registration Rights Agreement) in accordance with the requirements of the Company Amended and each of its Subsidiaries, Restated Registration Rights Agreement and any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicableshareholders. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares The execution and delivery by each Subsidiary of the Series A Preferred. The parties Exchange Documents to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws which it is a party, and the Buyers shall approve the amendment consummation by such Subsidiary of the Company’s Certificate transactions contemplated thereby have been duly authorized by the board of Incorporation to increase the number directors of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000such Subsidiary, and to authorize Preferred Stock having the voting and other rights no further filing, consent or authorization is required by such Subsidiary, its board of the Series B Preferreddirectors or its stockholders. This Agreement and the other Transaction Exchange Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Exchange Documents to which it is a party have been duly executed and delivered by each Subsidiary, and constitute the legal, valid and binding obligations of such Subsidiary, enforceable against such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity 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.

Authorization; Enforcement; Validity. Each of the Company and each of its Subsidiaries has the requisite corporate or other organizational limited liability company power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Notes, the Guaranties, the Warrants, the Warrant Shares to be issued at and the ClosingConversion Shares, have been duly authorized by the respective boards of directors (or a committee thereof)directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Subsidiaries and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms. As of the Closing, the Transaction Documents dated after the date of this Agreement and on or prior to the Closing Date shall have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto and shall constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. Each Subject to the receipt of the written consent of its stockholders, the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. Subject to the receipt of the written consent of their respective stockholders, 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries’ board of directors or other governing body, as applicableapplicable (with respect to the Transaction Documents to which each of the Subsidiaries are a party thereto), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a proxy statement with respect to the Business Combination, a Form D with the SEC and any other filings as may be required by any state securities agencies, consents of their respective stockholders) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directorsdirectors (or other governing body) or their stockholders. This Agreement has been, members, managers, trustees, stockholders, and the other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties Transaction Documents to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company which it is a party will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant be prior to the applicable Securities Laws Closing, duly executed and delivered by the Buyers shall approve Company, and each constitutes the amendment legal, valid and binding obligations of the Company’s Certificate of Incorporation to increase , enforceable against the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Company in accordance with its respective terms (assuming that this Agreement and the other Transaction Documents have been to which the Company is a party will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Buyers party hereto), 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 Closing and subject to the receipt of the written consent of their respective stockholders, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by the Company and each of its Subsidiaries that is a party theretosuch Subsidiary, and shall constitute the legal, valid and binding obligations of the Company and each of its Subsidiariessuch Subsidiary, enforceable against the Company and each of its Subsidiaries such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Lock-Up Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Preferred Shares to be issued at and the ClosingWarrants and the reservation for issuance and issuance of the Conversion Shares, issuable upon conversion of the Series C Preferred Shares, and the issuance of the Warrant Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the respective boards Company’s board of directors and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each any other filings as may be required by any state securities agencies, the filing of its Subsidiaries, as applicable, requisite notice and/or application to the Principal Market for the issuance and sale of the Securities and the filings required by Section 4(i) of this Agreement) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment governing body of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement has been, and the other Transaction Documents have been will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Warrants, the Certificate of equityDesignation, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the ------------------------------------ requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, 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 this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents"), and to issue the Shares Securities in accordance with the terms hereof and thereofthereof and to redeem the 1,200 Series A Preferred Shares being redeemed pursuant to this Agreement. The execution and delivery of the Transaction Documents by the Company and the execution and filing of each of its Subsidiaries the Certificates of Designations by the Company and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including without limitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Common Shares to be issued at and the ClosingPreferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any stockholders (except to the extent that stockholder approval may be required pursuant to the rules of their respective boards the Nasdaq National Market for the issuance of directors, members, managers, trustees, stockholders, other equityholders or holders a number of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree greater than that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase that the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having Company may issue without breaching the voting and other rights Company's obligations under the rules or regulations of the Series B PreferredNasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and each remedies. Each of its Subsidiariesthe Certificates of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company and each of its Subsidiaries in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5 of this Agreement) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”), and to issue the Shares Securities in accordance with the terms hereof and thereof. On or before the Closing Date, the Company will have duly adopted, executed and filed with the Secretary of State of the State of Delaware a Certificate of Designations in the form set forth in Exhibit E hereto (the “Certificate Amendment”) establishing the terms and the rights and preferences of the Series A Preferred and the Company has not adopted or filed any other document designating terms, rights or preferences of its preferred stock. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Series A Preferred, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion thereof, the Closingissuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the respective boards Company’s Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate Board of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredDirectors or shareholders. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants and the issuance of the Preferred Shares and the reservation for issuance and the issuance of the shares of Common Stock issuable upon conversion of the Preferred Shares) have been duly authorized by the respective boards Company’s board of directors and (other than the filing with the SEC of (i) one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, (ii) a Form D, and each of its Subsidiaries(iii) the 8-K Filing (as defined below) and any other filings as may be required by any state securities agencies (collectively, as applicable, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and certificates entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries PublicCo has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Securities Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(b)), the Lock-Up Agreements, and each of the other agreements entered into by PublicCo in connection with the transactions contemplated by this Agreement (collectively, the "PublicCo Transaction Documents to which such Person is a party Documents" and, together with the PrivateCo Transaction Documents, the "Transaction Documents") and to issue the Warrants and the Warrant Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other PublicCo Transaction Documents by the Company and each of its Subsidiaries PublicCo and the consummation by the Company and each of its Subsidiaries PublicCo of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants have been duly authorized by PublicCo's Board of Directors and (other than the respective boards filing with the SEC of directors one or more Registration Statements (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, defined in the Registration Rights Agreement) in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC, a Form S-4 relating to the Merger and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanyPublicCo, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, stockholders (other equityholders or holders of beneficial intereststhan, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties date hereof, stockholder consent related to this Agreement agree that promptly after Closing items in the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredForm S-4). This Agreement and the other PublicCo Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoPublicCo, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesPublicCo, enforceable against the Company and each of its Subsidiaries PublicCo in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of Parent and the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Pledge and Security Agreement among the Company, Parent and the Buyers dated the date hereof (the “Security Agreement”), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and Parent have been duly authorized by each of its Subsidiaries the Company’s and Parent’s Board of Directors and the consummation by the Company and each of its Subsidiaries Parent of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Debentures by the Company and the issuance of the Closing Shares to be issued at the Closingby Parent, have been duly authorized by the respective boards Company’s Board of directors Directors and Parent’s Board of Directors and (other than the filing with the SEC of a Form D and one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement and each of its Subsidiaries, other than filings with “Blue Sky” authorities as applicable, and required therein) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries stockholders or any Parent, its Board of their respective boards of directors, members, managers, trustees, Directors or its stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the Company and each of its Subsidiaries that is a party theretoParent, and constitute the legal, valid and binding obligations of each of the Company and each of its SubsidiariesParent, enforceable against the Company and each of its Subsidiaries Parent in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each The Issuer and each of the Company and its Subsidiaries Guarantors that is a corporation has the requisite corporate or other organizational power and authority authority, and each of the Guarantors that is a limited liability company has the requisite limited liability company power and authority, to enter into and perform its obligations under this Agreement and each of the other Transaction Operative Documents to which such Person is a party and and, in the case of the Issuer, to issue the Shares Notes and the Exchange Notes, and, in the case of the Guarantors, to enter into the Guarantees and the Exchange Note Guarantees, in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Operative Documents by the Company Issuer and each of its Subsidiaries the Guarantors, as applicable, and the consummation by the Company Issuer and each of its Subsidiaries the Guarantors of the transactions contemplated hereby and thereby, including including, without limitation, the issuance and sale of the Shares to be issued at Notes, the ClosingGuarantees, the Exchange Notes and the Exchange Note Guarantees, have been duly authorized by the Issuer’s and Guarantors’ respective boards Boards of directors Directors or managers or managing members and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, more Registration Statements as applicable, of may be required by federal and state securities laws with respect to the Company and each of its Subsidiaries, as applicable, and Issuer’s obligations under the Registration Rights Agreement) no further consent or authorization is required by the CompanyIssuer or the Guarantors, any of its Subsidiaries or any of their respective boards Boards of directors, Directors or managers or managing members or their stockholders or members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have has been duly authorized, executed and delivered by the Company Issuer and each of its Subsidiaries that is a party theretothe Guarantors and is, and constitute upon execution and delivery of the Operative Documents by the Issuer and the Guarantors, each of the Operative Documents will be, the legal, valid and binding obligations of the Company Issuer and each of its Subsidiariesthe Guarantors (to the extent parties thereto), enforceable against the Company and each of its Subsidiaries them in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Preferred Stock and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Preferred Stock 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 the respective boards Company’s board of directors and (other than the filing with the SEC of one or a committee thereofmore Registration Statements in accordance with the requirements of the Registration Rights Agreement, the 6-K Filing (as defined below), membersa Form D with the SEC and any other filings as may be required by any state securities agencies (collectively, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and “Required Approvals”)) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment governing body of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement has been, and the other Transaction Documents have been will be prior to the applicable Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Warrants, the Certificates of equityDesignation, the Registration Rights Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party (as defined below) and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the shares of Series B Preferred Stock, the shares of Series C Preferred Stock, the Series B Preferred Conversion Shares, the Series C Preferred Conversion Shares, the Note and the Note Conversion Shares, the Series A Warrants and the Series A Warrant Shares to be issued at and the ClosingSeries B Warrants and the reservation (as contemplated in Section 3(c) and the Series B Certificate of Designations, the Series C Certificate of Designations, the Note, the Series A Warrants and the Series B Warrants) for issuance of the Series B Preferred Conversion Shares, the Series C Preferred Conversion Shares, the Note Conversion Shares, the Series A Warrant Shares and the shares of Series C Preferred Stock) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof)directors, membersand, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, except for the filing of the Company Series B Certificate of Designations and each the Series C Certificate of its SubsidiariesDesignations, as applicable, and no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been will be prior to the consummation of the transactions contemplated hereby, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Note, the Series B Certificate of equityDesignations, the Series C Certificate of Designations, the Series A Warrants, the Series B Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their shareholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries 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, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Guaranties, the Security Documents, the Note Purchase Agreements, the Master Netting Agreement, the Registration Rights Agreement, the Investor Note, the Voting Agreements (as defined below), the Leak-Out Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation 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 be issued at the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Transaction Documents to which each Subsidiary is a party have been duly executed and delivered by each such Subsidiary, and constitutes 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 equityequity 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 Notes, the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Obligor has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Note, the Pledge Agreement, the Warrant, the Guaranty to which it is party, and each of the other agreements, documents and certificates entered into executed and delivered by any Obligor to Lender in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Note, the Warrant, the Option and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Borrower and each Obligor has been duly authorized by the Borrower’s and each Obligor’s Board of its Subsidiaries Directors and the consummation by the Company Borrower and each of its Subsidiaries Obligor of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Note, the Warrant, the Option and the Commitment Fee Shares to be issued at by the ClosingBorrower and each Obligor, have has been duly authorized by the their respective Board of Directors, and no further filing, consent, or authorization is required by any Borrower and each Obligor, their respective boards of directors (or a committee thereof), members, managers, trustees, other governing body) or its stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company Borrower and each of its Subsidiaries that is a party thereto, Obligor and constitute the legal, valid and binding obligations of the Company Borrower and each of its SubsidiariesObligor, enforceable against the Company Borrower and each of its Subsidiaries Obligor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable regulatory, bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies or the Principal Market) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their shareholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries The Parent has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents. Each Parent Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which such Person it is a party and to issue the Shares in accordance with the terms hereof and thereofparty. The execution and delivery of this Agreement and the other Transaction Documents by the Company Parent and each of its Subsidiaries Parent Subsidiaries, and the consummation by the Company Parent and each of its Parent Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Preferred Shares to be issued at and the Closing, reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares 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 the respective boards Parent’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further filing, consent or authorization is required by the CompanyParent, any of its Subsidiaries or any of Parent Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Parent, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesParent, enforceable against the Company Parent 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Parent Subsidiary is a party will be duly executed and delivered by each such Parent Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries each such Parent Subsidiary, enforceable against each such Parent Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents and the Subscription Agreements and otherwise to which such Person is a party carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Securities in accordance with the terms hereof and thereofto issue the shares of Common Stock in accordance with the terms of the Subscription Agreements. The Company’s execution and delivery of each of the Transaction Documents by and the Company and each of its Subsidiaries Subscription Agreements and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and therebythereby (including, including but not limited to, the issuance sale and delivery of the Shares Securities pursuant to be this Agreement and the other Transaction Documents and the Common Stock issued at pursuant to the Closing, Subscription Agreements) have been duly authorized by all necessary corporate action on the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, part of the Company and each of its Subsidiaries, as applicableCompany, and no further consent or authorization corporate action is required by the Company, any of its Subsidiaries or any of their respective boards board of directors, members, managers, trustees, stockholders, or its shareholders in connection therewith other equityholders than in connection with the Required Approvals. Each of the Transaction Documents and the Subscription Agreements has been (or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that upon delivery will have been) duly executed by the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid, and binding obligation of the Series A Preferred. The parties to this Agreement agree that promptly after Closing Company enforceable against the Company will prepare 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 necessary corporate documentation to amend its Certificate enforcement of, creditors’ rights and remedies or by other equitable principles of Incorporation and will make the applicable proxy filing pursuant 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 Securities Laws and law. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Buyers shall approve Company’s capital stock to which the amendment Company is a party or, to the Company’s Knowledge, between or among any of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equityshareholders.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Registration Rights Agreement, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Preferred Shares to be issued at and the ClosingWarrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Preferred Shares and the Warrants, respectively, have been duly authorized by the respective boards Company’s Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directorsshareholders, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, except as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredmay be disclosed in Schedule 3(b). This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered with respect to the Closing shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor’s rights and remedies. As of the Closing, the Certificate of Designations in the form attached as Exhibit A shall have been filed on or prior to the Closing Date with the Secretary of State of the State of Washington and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state or foreign securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their shareholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Registration Rights Agreement, the Security Agreement, the Subordination Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Additional Investment Rights, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes, the Warrants and the Additional Investment Rights, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the respective boards Company's Board of directors 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 a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company and each of its Subsidiaries, as applicable, and Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and remedies. As of the date of issuance of any Additional Notes, such Additional Notes shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and remedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries 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, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Borrowers has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Put Agreement, the Irrevocable Transfer Agent Instructions, the Security Agreement, the Fee Letter and each of the other agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and Borrowers have been duly authorized by each of its Subsidiaries the Borrowers’ respective board of directors (or other governing body) and the consummation by the Company and each of its Subsidiaries Borrowers of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes by the Borrowers and the issuance of the Shares to be issued at the Closingby Parent, have been duly authorized by the respective boards Borrowers’ board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders governing body) and Parent’s board of beneficial interests, as applicable, of the Company and each of its Subsidiariesdirectors, as applicable, and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and other than filings with “Blue Sky” authorities as required therein) no further consent filing, consent, or authorization is required by the Companyany Borrower, any its board of directors (or other governing body) or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a the Borrowers party thereto, and constitute the legal, valid and binding obligations of the Company and each of its Subsidiariesthe Borrowers party thereto, enforceable against the Company and each of its Subsidiaries such Borrowers in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Purchased Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the availability for issuance pursuant to be issued at the Closing, ADR Registration Statement and issuance of the ADR Securities) have been duly authorized by the respective boards Company’s board of directors and (or other than (i) the filing of a committee thereofhome country practice letter with respect to the ADR Securities with the Principal Market (as defined below), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, (ii) the filing with the SEC of the Company and each 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 its Subsidiaries, as applicablethe Registration Statement (the “Prospectus”), and (iii) the filing of a registration statement for issuance of Ordinary Shares upon exercise of the Series B Warrant and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries shareholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Deposit Agreement has been duly authorized, executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Warrants, the Irrevocable Registrar Service Provider Instructions (as defined below), the Irrevocable Depositary Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their shareholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries 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, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Note Purchase Agreements, the Master Netting Agreement, the Registration Rights Agreement, the Investor Note, the Pledge Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants and the Prefunded Warrants and the reservation for issuance and the issuance of the shares of Common Stock issuable upon exercise of the Prefunded Warrants) have been duly authorized by the respective boards Company’s board of directors and (other than the filing with the SEC of (i) one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, (ii) a Form D, and each of its Subsidiaries(iii) the 8-K Filing (as defined below) and any other filings as may be required by any state securities agencies (collectively, as applicable, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and certificates entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person it is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its the Subsidiaries and the consummation by the Company and each of its the Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Common Shares, the issuance of the Warrant and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrant) have been duly authorized by the respective boards Company’s board of directors (or a committee thereofthe “Board”), members, managers, trustees, stockholders, and (other equityholders than the filing with the SEC of a Notice on Form D and Current Report on Form 8-K and any other filings as may be required by any state securities agencies or holders in connection with the listing of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and any Securities) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of the Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is constitutes a party theretolegal, and constitute the valid and binding obligations obligation of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Transaction Documents to which each Subsidiary is a party have been duly executed and delivered by each such Subsidiary, and constitutes a legal, valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity 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 Warrant, the Registration Rights Agreement, the Contingent Value Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(c)), and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has has: (i) the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party Agreement, and to issue the Shares Preferred Stock in accordance with the terms hereof and thereof. The execution and delivery ; (ii) the commitment of the Transaction Documents by Parent to issue the Company and each of its Subsidiaries Warrants, the Warrant Shares, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Conversion Shares pursuant to be issued at the Closing, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicablethis Agreement, and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to (iii) this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers constitutes, shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000constitute, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights generally and remedies. The Parent has: (i) the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and to issue the Warrants, the Warrant Shares, and the Conversion Shares pursuant to this Agreement, and (ii) this Agreement constitutes, shall constitute, the valid and binding obligations of the Parent enforceable against the Parent in accordance with their terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Company commits to deliver to the Investor a true and correct copy of a unanimous written consent creating and authorizing the issuance of the Preferred Stock pursuant to this Agreement. No other approvals or consents of the Company’s or Parent’s Boards of Directors and/or Shareholders is necessary under applicable laws and the Company’s or Parent’s Articles 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 Preferred Shares, Warrants, Warrant Shares and the Conversion Shares.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Issuer has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Note, the Warrant, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) among the Issuer and the Investor, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries Issuers and the consummation by the Company and each of its Subsidiaries Issuers of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Note, the reservation for issuance and the issuance of the Exchange Shares to be issued at and the ClosingInterest Shares, the issuance of the Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrant, have been duly authorized by the respective boards each Issuer's applicable Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent filing, consent, or authorization is required by the CompanyIssuers, any its Boards of its Subsidiaries Directors or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement has been, and the other Transaction Documents have been on the Closing Date will be, duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoIssuers, and constitute constitute, or as of the Closing Date will constitute, the legal, valid and binding obligations of the Company and each of its SubsidiariesIssuers, enforceable against the Company Issuers and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Notes) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their shareholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries 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, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Security Documents , the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b) below), the Warrants, and each of the other Transaction Documents to which such Person is a party and agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and, to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes, the Warrants and the Common Shares, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the respective boards Company's Board of directors Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing with the SEC and applicable state securities commissions of Form D and related filings, (iii) the filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office as may be required with respect to the perfection of a security interest against the Company's patents, trademarks and copyrights, and (iv) the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company and each of its Subsidiaries, as applicable, and Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. The 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. Except as set forth on Schedule 3(b), the execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than obtaining the Stockholder Approval (as defined below), the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of equity.specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Prior to the Closing, the Transaction Documents to which

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person it is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its the Subsidiaries and the consummation by the Company and each of its the Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of a Notice on Form D and one or more registration statements in accordance with Section 4(n) hereof and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of the Subsidiaries, their respective boards Boards of directors, members, managers, trustees, stockholders, Directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Transaction Documents to which each Subsidiary is a party have 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.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. “

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Lock-Up Agreements and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the respective boards Company’s Board of directors Directors and other than (i) the filing of a Form D under ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, (▇▇) the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, (iii) such filings as are required by the Principal Market (as defined below) and each (iv) such filings required under applicable securities or “Blue Sky” laws of its Subsidiariesthe states of the United States, as applicable, and no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and when delivered by the Company and each of its Subsidiaries that is a party thereto, and will constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation 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 be issued at the Closing, 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 the respective boards Company’s board of directors or other governing body and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Registration Rights Agreement, the Subordination Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5 of this Agreement) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents"), and to issue the Shares Securities in accordance with the terms hereof and thereof. On or before the Closing Date, the Company will have duly adopted, executed and filed with the Secretary of State of the State of Delaware a Certificate of Designations in the form set forth in Exhibit E hereto (the "Certificate Amendment") establishing the terms and the rights and preferences of the Series A Preferred and the Company has not adopted or filed any other document designating terms, rights or preferences of its preferred stock. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Series A Preferred, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion thereof, the Closingissuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate 's Board of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredDirectors or shareholders. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Credit Parties has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which which, in each case, such Person is a party and party, and, in the case of the Borrower, to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each applicable Credit Parties have been duly authorized by the applicable Credit Parties’ respective board of its Subsidiaries directors (or other governing body) and the consummation by the Company and each of its Subsidiaries Credit Parties of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Note and Warrant, and the reservation for issuance and issuance of the Conversion Shares to be issued at the Closing, and Warrant Shares by Borrower have been duly authorized by the respective boards Credit Party’s board of directors (or a committee thereofother governing body), members, managers, trustees, stockholders, and (other equityholders than the filing with the SEC of one or holders of beneficial interests, as applicable, more registration statements in accordance with the requirements of the Company Investor/Registration Rights Agreement, a Form D and each of its Subsidiaries, other than filings as applicable, and may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Companyany Credit Party, any its board of directors (or other governing body) or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party the Credit Parties thereto, and constitute the legal, valid and binding obligations of the Company and each of its Subsidiariesthe Credit Parties party thereto, enforceable against the Company and each of its Subsidiaries such Credit Parties in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each The execution and delivery of the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its the Subsidiaries and the consummation by the Company and each of its the Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Shares to be issued at the Closing, thereby have been duly authorized by the respective boards Company’s Manager, the equivalent governing body of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or each of the Subsidiaries and the holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicableUnits, and no further consent or authorization is required by the Company, any of its Subsidiaries the Subsidiaries, the Manager or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment governing body of the Company’s Certificate , the governing body of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights any of the Series B PreferredSubsidiaries, the holders of Company Units or the stockholders, members or holders (as applicable) of any of the Subsidiaries. This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the Company and each of its the Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiariesthe Subsidiaries party thereto, enforceable against the Company and each of its the Subsidiaries party thereto in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity. As of the Closing Date, the Transaction Documents dated after the date of this Agreement and on or prior to the Closing Date shall have been duly executed and delivered by the Company and each of the Subsidiaries party thereto and shall constitute the valid and binding obligations of the Company and each of the Subsidiaries party thereto, enforceable against the Company and each of the Subsidiaries party thereto in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement 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 this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, the reservation for issuance and issuance of Interest Shares, if any, and the granting of a security interest in the Collateral (as defined in the Security Agreements) have been duly authorized by the respective boards Company’s Board of directors Directors and (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders than (i) the filing of beneficial interests, as applicable, of appropriate UCC financing statements with the Company appropriate states and each of its Subsidiaries, as applicableother 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 consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation and subject to the provisions contained in Section 2(c) above, the issuance of the Notes 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 be issued at the Closingterms of the Notes, 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 the respective boards Company’s board of directors or other governing body and (or other than the filing with the SEC of a committee thereofprospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (a “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) (and any other filings as may be required by any state securities agencies in connection therewith), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to be delivered on or prior to the Closing will be prior to Closing, duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and upon such execution will constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Security Agreement (as defined below), the Subsidiary Guarantee(s) (as defined below), the Cash Collateral Account Agreement (as defined below), the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Preferred Shares to be issued at and the Closing, reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of equityDesignations 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 Preferred Shares, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities (as defined below) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingNotes, the issuance of the Warrants and the Amended Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants and Amended Warrants) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof)other governing body and, membersno filing, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to be delivered on or prior to the Closing will be prior to Closing, duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and upon such execution will constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Securities” means collectively, the Warrants, the Amended Warrants, Warrant Shares, Notes and Conversion Shares. “Warrant Shares” means any shares of equityCommon Stock issued pursuant to the Warrants and the Amended Warrants.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the ------------------------------------ requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, 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 this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents"), and to issue the Shares Securities in accordance with the terms hereof and thereofthereof and to redeem the Fixed Series A Redemption Shares and the Additional Series A Redemption Shares. The execution and delivery of the Transaction Documents by the Company and the execution and filing of each of its Subsidiaries the Certificates of Designations by the Company and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including without limitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Common Shares to be issued at and the ClosingPreferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any stockholders (except to the extent that stockholder approval may be required pursuant to the rules of their respective boards the Nasdaq National Market for the issuance of directors, members, managers, trustees, stockholders, other equityholders or holders a number of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree greater than that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase that the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having Company may issue without breaching the voting and other rights Company's obligations under the rules or regulations of the Series B PreferredNasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and each remedies. Each of its Subsidiariesthe Certificates of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company and each of its Subsidiaries in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Preferred Shares to be issued at and the Closingreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, the issuance of the Preferred Warrants and the reservation for issuance and issuance of the Additional Preferred Shares issuable upon exercise of the Preferred Warrants 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 the respective boards Company’s board of directors and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of equityDesignations in the form attached hereto as Exhibit A will be filed with the Delaware Secretary of State and will be in full force and effect as of the Closing, enforceable against the Company in accordance with its terms and will not have been amended as of the Closing. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Preferred Warrants, the Certificate of Designations, the Registration Rights Agreement, the Voting Agreement (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Shares to be issued at and the Closing, reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Shares 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders governing body in connection herewith or holders of beneficial interests, as applicable. Notwithstanding therewith other than in connection with the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredRequired Approvals. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of equityDesignation in the form attached hereto as Exhibit B has been filed with the Secretary of State of the State of Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Exchange Documents to which such Person it is a party and to issue the Shares Securities in accordance with the terms hereof thereof. Each Subsidiary has the requisite power and thereofauthority to enter into and perform its obligations under the Exchange Documents to which it is a party. The execution and delivery of the Transaction Documents by the Company of this Agreement and each of its Subsidiaries the other Exchange Documents to which it is a party, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Warrant and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrant) have been duly authorized by the respective boards Company’s board of directors directors, and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, more Registration Statements (as applicable, defined in the Amended Registration Rights Agreement) in accordance with the requirements of the Company Amended Registration Rights Agreement and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicableshareholders. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares The execution and delivery by each Subsidiary of the Series A Preferred. The parties Exchange Documents to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws which it is a party, and the Buyers shall approve the amendment consummation by such Subsidiary of the Company’s Certificate transactions contemplated thereby have been duly authorized by the board of Incorporation to increase the number directors of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000such Subsidiary, and to authorize Preferred Stock having the voting and other rights no further filing, consent or authorization is required by such Subsidiary, its board of the Series B Preferreddirectors or its stockholders. This Agreement and the other Transaction Exchange Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Exchange Documents to which it is a party have been duly executed and delivered by each Subsidiary, and constitute the legal, valid and binding obligations of such Subsidiary, enforceable against such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity 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.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, 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 this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Preferred Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, the reservation for issuance and the issuance of the Dividend Shares issuable with respect to be issued at the ClosingPreferred Shares, 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 the respective boards Company’s Board of directors Directors and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of equityDesignations 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, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes, the reservation for issuance and issuance of any Interest Shares issuable pursuant to be issued at the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to be delivered on or prior to the applicable Closing will be prior to such Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-up Agreements (as defined in Section7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares to be issued at and the Closing, reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the respective boards Company's Board of directors Directors and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, more Registration Statements (as applicable, defined in the Registration Rights Agreement) in accordance with the requirements of the Company Registration Rights Agreement and each (other filings as may be required by state securities agencies) and the approval of its Subsidiariesthe Company’s Listing of Additional Shares application by The NASDAQ Stock Market, as applicable, and no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries' respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. For purposes of this Agreement, the term "Security Documents" means Guarantee Agreement, the Security Agreement, any account control agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Collateral Agent (as defined below) to create, perfect, and continue perfected or to better perfect the Collateral Agent’s security interest in and liens on all of the assets of the Company and each of its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party (as defined below) and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the shares of Series A Preferred Stock and the reservation for issuance and issuance of the Preferred Conversion Shares to be issued at issuable upon conversion of the Closingshares of Series A Preferred Stock, the issuance of the Notes and the reservation for issuance and issuance of the Note Conversion Shares issuable upon conversion of the Note 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 the respective boards Company’s board of directors directors, and, except for the filing of the Certificate of Designations and Stockholder Approval (or a committee thereofas defined below), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been will be prior to the consummation of the transactions contemplated hereby, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Certificate of equityDesignations, the Warrants, the Confessions of Judgment (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the Company Parent and its Subsidiaries has the requisite corporate or other organizational power and authority authority, to the extent it is a party thereto or bound thereby, to enter into and perform its obligations under this Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(p)), and each of the other agreements entered into by the applicable parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares their respective Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Parent and each of its Subsidiaries the Companies and the consummation by the Company Parent and each of its Subsidiaries the Companies of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Preferred Shares, issuance of the Exchange Rights, and the reservation for issuance and the issuance of the Exchange Shares to be issued at issuable upon exchange of the Closing, Preferred Shares have been duly authorized by the respective boards board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company Parent and the Board of Directors of each of its Subsidiaries, as applicablethe Companies and other than such filings required under Applicable Securities Laws and the approval of the Toronto Stock Exchange ("TSX") and NYSE MKT LLC ("NYSE MKT", and together with TSX, the "Principal Markets") no further consent filing, consent, or authorization is required by the Parent, either Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferreddirectors and/or shareholders. This Agreement and the other Transaction Documents to which they are a party have been duly executed and delivered by the Company Parent and each of its Subsidiaries that is a party theretoCompany, as applicable, and constitute the legal, valid and binding obligations of the Company Parent and each of its SubsidiariesCompany, as applicable, enforceable against the Company Parent and each of its Subsidiaries Company, as applicable, in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles remedies. The respective Articles of equityAmendment in the form attached hereto as Exhibit A-1 and A-2 has been filed with the Registrar or Corporate Affairs in Barbados, and on receipt of a Certificate of Amendment will be in full force and effect, enforceable against each Company in accordance with its terms, and has not been amended.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement 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 this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and under any applicable laws, including without limitation, the rules and regulations of the Principal Market (as defined below) and to issue the Shares Securities in accordance with the terms hereof and thereof, except as disclosed in Schedule 3(b). The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Notes and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the respective boards Company’s Board of directors 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 a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company and each of its Subsidiaries, as applicable, and Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, except as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferreddisclosed in Schedule 3(b). This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 its Guaranty. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance any Interest Shares issuable pursuant to the terms of the Notes) have been duly authorized by the Company’s board of directors or a duly appointed committee thereof (collectively, the “Board”). The execution and delivery by each Subsidiary of its Guaranty and the performance by such Subsidiary of its obligations contained therein have been duly authorized by the board of directors or other governing body of such Subsidiary. Other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the 8-K Filing (as defined below), a Form D with the SEC, any other filings as may be required by any state securities agencies and any listing application and related notices and filings to be made with the Principal Market (as defined in Section 3(d) (collectively, the “Required Approvals”), no further filing, consent or authorization is required by the Company or its Subsidiaries, their respective boards of directors or their stockholders (other than the Stockholder Approval (as defined in Section 4(v), if required) or other governing bodies in connection with the transactions contemplated by this Agreement. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Each Guaranty, when executed and delivered by a Subsidiary, will be duly executed and delivered by such Subsidiary and shall constitute the legal, valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the 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 and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. “Transaction Documents” means, collectively, this Agreement, the Notes, the Guaranties, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of its Subsidiaries the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, including the issuance of the Shares to be issued at the Closing, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equityamended from time to time.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Borrowers has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Lock-Up Agreement, the Irrevocable Transfer Agent Instructions, the Security Agreement, the Fee Letter, the Mortgages, the Intellectual Property Security Agreements, the Affiliate Subordination Agreement and each of the other agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and Borrowers have been duly authorized by each of its Subsidiaries the Borrowers’ respective board of directors (or other governing body) and the consummation by the Company and each of its Subsidiaries Borrowers of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes by the Borrower and the issuance of the Shares to be issued at by the ClosingPrincipal Borrower, have been duly authorized by the respective boards Borrowers’ board of directors (or other governing body) and the Principal Borrower’s board of directors, respectively, and (other than the filing with the SEC of a committee thereof), members, managers, trustees, stockholders, other equityholders Form D and one or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement and each of its Subsidiaries, other than filings with “Blue Sky” authorities as applicable, and required therein) no further consent filing, consent, or authorization is required by the Companyany Borrower, any its board of directors (or other governing body) or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a the Borrowers party thereto, and constitute the legal, valid and binding obligations of the Company and each of its Subsidiariesthe Borrowers party thereto, enforceable against the Company and each of its Subsidiaries such Borrowers in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, 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 this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares to be issued at and the ClosingWarrant Shares issuable upon conversion or exercise thereof, as the case may be, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights generally and remedies. As of each Closing, the Transaction Documents dated after the date hereof required to have been executed and delivered with respect to such Closing shall have been duly executed and delivered by the Company, and shall constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company 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 and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries 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, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Investor Note, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(j)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Preferred Shares, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingPreferred Shares, 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 the respective boards Company's board of directors and (other than (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) the filing with the SEC of a committee thereofForm D and (iii) any other filings as may be required by any state securities agencies), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent filing, consent, or authorization is required by the Company, any its board of directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles remedies. The Certificate of equityDesignations 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, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. Each of Parent and the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Debentures, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Agreement, the Guaranty, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and Parent have been duly authorized by each of its Subsidiaries the Company’s and Parent’s Board of Directors and the consummation by the Company and each of its Subsidiaries Parent of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Debentures by the Company and the issuance of the Closing Securities, the Interest Shares to be issued at and the ClosingThreshold Shares by Parent, have been or will be at the time of issuance duly authorized by the respective boards Company’s Board of directors Directors and Parent’s Board of Directors and (other than the filing with the SEC of a Form D and one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement and each of its Subsidiaries, other than filings with “Blue Sky” authorities as applicable, and required therein) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries stockholders or any Parent, its Board of their respective boards of directors, members, managers, trustees, Directors or its stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the Company and each of its Subsidiaries that is a party theretoParent, and constitute the legal, valid and binding obligations of each of the Company and each of its SubsidiariesParent, enforceable against the Company and each of its Subsidiaries Parent in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Obligor has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and the Note to which it is party, the Pledge Agreement (as amended pursuant to the Omnibus Amendment, the Guaranty (as amended pursuant to the Omnibus Amendment), and each of the other agreements, documents and certificates entered into executed and delivered by any Obligor to Lender in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Note in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Borrower and each Obligor has been duly authorized by the Borrower’s and each Obligor’s Board of its Subsidiaries Directors and the consummation by the Company Borrower and each of its Subsidiaries Obligor of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Shares to be issued at Note by the ClosingBorrower and each Obligor, have has been duly authorized by the their respective Board of Directors, and no further filing, consent, or authorization is required by any Borrower and each Obligor, their respective boards of directors (or a committee thereof), members, managers, trustees, other governing body) or its stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company Borrower and each of its Subsidiaries that is a party thereto, Obligor and constitute the legal, valid and binding obligations of the Company Borrower and each of its SubsidiariesObligor, enforceable against the Company Borrower and each of its Subsidiaries Obligor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable regulatory, bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. Each Significant Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries Significant Subsidiaries, and the consummation by the Company and each of its Significant Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and Warrants and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Notes and the issuance of the Warrant Shares upon exercise of the Warrants) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party, have been duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company 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. The Transaction Documents to which each Significant Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries 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, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the i) The Holding Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into execute, deliver and perform its obligations under this Subscription Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebyWarrants, including the issuance of the Warrant Shares to be issued at upon exercise of the ClosingWarrants. The execution, delivery and performance by the Holding Company of this Subscription Agreement and the Warrants, and the issuance of the Warrant Shares upon exercise of the Warrants, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Board and no further consent corporate action on the part of the Holding Company is required in connection with the authorization thereof. No filing, consent, or authorization is required by the Holding Company, any of the Board or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant stockholders with respect to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredSub Debt Transaction. This Subscription Agreement and the other Transaction Documents have has been duly executed and delivered by the Holding Company and each of its Subsidiaries that is a party theretoconstitutes, and, upon execution and constitute delivery thereof by the Holding Company as contemplated herein, the Warrants will constitute, legal, valid and binding obligations of the Company and each of its SubsidiariesHolding Company, enforceable against the Holding Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or as indemnification or contribution may be limited by the securities laws and public policy relating thereto. ii) The Bank has the requisite corporate power and authority to execute, deliver and perform its obligations under this Subscription Agreement and the Notes. The execution, delivery and performance by the Bank of this Subscription Agreement and the Notes have been duly authorized by the Bank Board and no further corporate action on the part of the Bank is required in connection with the authorization thereof. No filing, consent, or authorization is required by the Bank, the Bank Board or the Holding Company, as its sole stockholder, with respect to the Sub Debt Transaction. This Subscription Agreement has been duly executed and delivered by the Bank and constitutes, and, upon execution and delivery thereof by the Bank as contemplated herein, the Notes will constitute, legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except as such enforceability may be limited by general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or as indemnification or contribution may be limited by the securities laws and public policy relating thereto.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards 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 Registration Rights Agreement, the 8-K Filing (or a committee thereofas defined below), membersa Form D with the SEC and any other filings as may be required by any state securities agencies and such filings with the necessary state and/or local authorities as required by the Security Documents (collectively, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and “Required Approvals”)) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Escrow Agreement, the Security Documents, the Registration Rights Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation 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 be issued at the Closing, 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 the respective boards Company’s board of directors or other governing body and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Account Control Agreements (as defined in the Notes), the Subordination Agreement (as defined below), the Subordinated Notes (as defined below), the Subordinated Warrants (as defined below), the Subordinated Note Purchase Agreement (as defined below), the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has have the requisite corporate or other organizational power and authority to enter into and perform its their obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance any Interest Shares issuable pursuant to be issued at the Closing, 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 the respective boards Company’s board of directors, each Subsidiary’s board of directors or other governing body and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its Subsidiaries, their board of its Subsidiaries directors or any of their respective boards of directors, members, managers, trustees, stockholders, shareholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the legal, valid and binding obligations of the Company and each of its it Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Security Documents, the Guarantees, the Subordination Agreement, the Registration Rights Agreement, the Voting Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Voting Agreement (as defined below), \the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Debentures, the Warrants, the Registration Rights Agreement, 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 this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents"), and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Debentures, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion thereof, the Closingreservation for issuance and the issuance of Interest Shares in accordance with the terms of the Debentures, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by of the Company's Board of Directors or stockholders (except to the extent that stockholder approval may be required pursuant to the rules of the NASD for the issuance of a number of Conversion Shares, any Interest Shares and Warrant Shares greater in the aggregate than 19.99% of its Subsidiaries or any the number of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock outstanding immediately prior to the Initial Closing Date (as defined below) to satisfy all conversions of Shares of the Series A Preferred"19.99% Rule")). The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, application with respect to the issuance of the Letter of Credit (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the respective boards Company’s Board of directors 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 a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company and each of its Subsidiaries, as applicable, and Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation 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 be issued at the Closing, 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 the respective boards Company’s board of directors or other governing body and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, more Registration Statements (as applicable, defined in the Registration Rights Agreement) in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Credit Parties has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the SBA Side Letter, the Fee Letter, the Security Agreement, the Mortgages (if any), the Intellectual Property Security Agreements, the other Security Documents, the Subordination Agreements, the Warrant Documents and each of the other agreements, documents and certificates entered into by the parties hereto, or delivered by any Credit Party, from time to time in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and Credit Parties have been duly authorized by each of its Subsidiaries the Credit Parties' respective board of directors (or other governing body) and the consummation by the Company and each of its Subsidiaries Credit Parties of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Shares to be issued at Securities by the ClosingBorrowers, have been duly authorized by the respective boards Credit Party's board of directors (or a committee thereofother governing body), members, managers, trustees, stockholders, and (other equityholders than the filing with the SEC of a Form D and one or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement and each of its Subsidiaries, other than filings with "Blue Sky" authorities as applicable, and required thereby) no further consent filing, consent, approval or authorization is required by the Companyany Credit Party, any its board of directors (or other governing body) or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredequityholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party the Credit Parties thereto, and constitute the legal, valid and binding obligations of the Company and each of its Subsidiariesthe Credit Parties party thereto, enforceable against the Company and each of its Subsidiaries such Credit Parties in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Agreement, 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 this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, the reservation for issuance and issuance of Interest Shares, if any, and the granting of a security interest in the Collateral (as defined in the Security Agreement) have been duly authorized by the respective boards Company’s Board of directors Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company and each of its Subsidiaries, as applicable, and Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Seneca has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Securities Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(b)), the Lock-Up Agreements, the Leak-Out Agreements and each of the other agreements entered into by Seneca in connection with the transactions contemplated by this Agreement (collectively, the "Seneca Transaction Documents to which such Person is a party Documents" and, together with the Leading BioSciences Transaction Documents, the "Transaction Documents") and to issue the Warrants and the Warrant Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Seneca Transaction Documents by the Company and each of its Subsidiaries Seneca and the consummation by the Company and each of its Subsidiaries Seneca of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants have been duly authorized by Seneca's Board of Directors and (other than the respective boards filing with the SEC of directors one or more Registration Statements (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, defined in the Registration Rights Agreement) in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanySeneca, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, stockholders (other equityholders or holders of beneficial intereststhan, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties date hereof, stockholder consent related to this Agreement agree that promptly after Closing items in the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredForm S-4). This Agreement and the other Seneca Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoSeneca, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesSeneca, enforceable against the Company and each of its Subsidiaries Seneca in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Security Documents, the Guaranties, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Support Agreements and any documents or filings related to the Tender/Exchange Offer, the Indenture, and each of the other agreements entered into by any of the parties hereto in connection with the transactions contemplated by this Agreement and/or the Support Agreements (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the any Transaction Documents executed and delivered by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebyby the Transaction Documents, including including, without limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants have been duly authorized by the respective boards Company’s Board of directors Directors and (or a committee thereofother than the Required Filings (as defined below), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, and assuming the accuracy of the Company representations and each warranties of its Subsidiariesthe Buyers set forth in Section 2 of this Agreement), as applicable, and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection with any of its Subsidiaries Transaction Document or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredtransactions contemplated thereby. This Agreement and the other Transaction Documents to be executed by the Company have been been, or will be, when executed and delivered, duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute, or will constitute when executed and delivered, the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Exchange Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Transaction Documents by the Company and each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Exchange Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Exchange Notes and the issuance of the Exchange Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Exchange Warrant) have been duly authorized by the respective boards Company’s board of directors and (other than the filing with the U.S. Securities and Exchange Commission (the “SEC”) of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more registration statements in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or the Principal Market or any other equityholders trading market or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Exchange Notes, the Exchange Warrant, and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person it is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its the Subsidiaries and the consummation by the Company and each of its the Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of a Notice on Form D and one or more registration statements in accordance with Section 4(n) hereof and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of the Subsidiaries, their respective boards Boards of directors, members, managers, trustees, stockholders, Directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Transaction Documents to which each Subsidiary is a party have 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.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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of one or more registration statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “Securities Filings”)) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreement (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and and, except as set forth in Section 3(b) of the Disclosure Letter, perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Preferred Stock and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of, or as dividends on, the ClosingPreferred 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 the respective boards Company’s board of directors and (or other than the filing with the SEC of a committee thereoffinal prospectus supplement relating to the transactions contemplated hereby (the “Prospectus Supplement”), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and ) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders governing body or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredregulatory authority. This Agreement and the other Transaction Documents to which the Company is a party have been (or upon delivery will have been) duly executed and delivered by the Company and each of its Subsidiaries that is a party theretowhen delivered in accordance with the terms hereof and thereof, and will constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Warrants, the Certificate of equityDetermination, 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 reason to believe that it will be unable to comply with any of its obligations under any of the Transaction Documents (including, without limitation, as a result of application of Section 500 or Section 501 of the California Corporations Code).

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance of the Required Reserve Amount and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance any Interest Shares issuable pursuant to be issued at the Closing, 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 the respective boards Company’s board of directors or other governing body and (other than the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiaries, any other filings as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration 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 filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Convertible Notes) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicabledirectors, 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 filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Convertible Notes, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Common Shares to be issued at and the Closing, 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 the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company 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 Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles 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 Common Shares, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. Each of The Parent, ICA-T and the Company and its Subsidiaries has have the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares their respective 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company Parent, ICA-T and each of its Subsidiaries the Subsidiaries, and the consummation by the Company Parent, ICA-T and each of its the Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance and sale of the Parent Note, the Parent Warrant and the ICA-T Note the SPA Share Reservation, the reservation for issuance and the issuance of the Parent Underlying Shares to be issued at upon conversion of the Closing, ICA-T and the Parent Note and exercise of the Parent Warrant and the Security Documents) have been duly authorized by the respective boards Parent’s and ICA-T’s board of directors and the Subsidiaries’ board of directors or other governing body, as applicable (or a committee thereofand to the extent necessary, the stockholders of the Parent, ICA-T and the Subsidiaries), membersand other than (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements set forth in this Agreement, managers(ii) the filing of a Form D with the SEC, trustees(iii) all other filing(s) required by applicable state securities agencies, stockholders(iv) the Form 8-K filing (as defined below), other equityholders or holders and (v) the filings of beneficial interestssuch documents, as applicable, instruments and/or items required to effectuate and perfect all Liens and security interests of the Company and each of its SubsidiariesBuyer under the Transaction Documents including the Security Documents (the items set forth in (i)-(v), as applicablecollectively, and the “Required Filings”) no further filing, consent or authorization is required by the CompanyParent, any of its Subsidiaries ICA-T or any of their respective Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders governing body in connection with the execution and performance of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve other Transaction Documents and the amendment performance of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, their respective obligations hereunder and to authorize Preferred Stock having the voting and other rights of the Series B Preferredthereunder. This Agreement and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Parent, ICA-T and the Subsidiaries, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of ICA-T, the Company Parent and each of its the Subsidiaries, enforceable against ICA-T, the Company Parent and each of its the Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will 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 equityequity 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 Parent Note, ICA-T Note, the Parent Warrant, the Parent Common Stock, the Parent Conversion Shares, the Parent Warrant Shares, the Parent Underlying Shares, the Flow of Funds Letter, the Buyer Deed of Trust, the Irrevocable Transfer Agent Instructions (as defined below), the Confession of Judgment (as defined below), the Guaranties, the IP Security Agreement (as defined in the Security Agreements), the Security Agreements, the other Security Documents, all Closing documents and each of the other agreements, certificates and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended and/or modified from time to time and includes for each all amendments, supplements and/or other modifications and all schedules, exhibits and/or annexes to each.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement, the Securities, the Certificate of Designation, the Warrants, the New Notes, the Loan Agreements, the other Loan Documents (as defined in each of the Bridge Loan and the Loan Agreement), the Investor Rights Agreement and each of the other agreements and documents entered into by the parties hereto in connection with the transactions contemplated by this Agreement (this Agreement, the Securities, the Certificate of Designation, the Warrants, the New Notes, the Loan Agreements, the other Loan Documents, the Investor Rights Agreement and such other agreements and documents being hereinafter referred to collectively as the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The Except as set forth on Schedule 2.2, the execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Preferred Shares, the reservation for issuance and the issuance of the Conversion Shares, the issuance of the Warrants, the reservation for issuance and issuance of the Warrant Shares to be issued at and the Closing, issuance of the New Notes have been duly authorized by the respective boards Company's board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any its board of directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredshareholders. This Agreement and the other Transaction Documents have been been, or when delivered hereunder and thereunder will have been, duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitute, and constitute or when so delivered will constitute, the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles of equityremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person it is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. The Company and each of its Subsidiaries party to any Transaction Document has the requisite corporate or company power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of a Debenture and, upon the Requisite Stockholder Approval (as defined below) the issuance of the Warrant and the Warrant Shares, if any, and the reservation for issuance of the Warrant Shares upon exercise of the Warrants), have been duly authorized by the Company’s board of directors and no further filing, consent or authorization is required by the Company, its board of directors or its shareholders or other governmental body (other than (i) the filing of an amendment to the Company’s certificate of incorporation and (ii) filings as may be required by the SEC or the Principal Market (as defined below)). The execution and delivery of the Transaction Documents by the Company Guarantors (as defined in the Guaranty and Security Agreement referred to below) and each of its Subsidiaries other Subsidiary party thereto and the consummation by the Company Guarantors and each other Subsidiary party thereto of the transactions contemplated thereby, have been duly authorized by the such Guarantors’ and such Subsidiaries’ board of directors (or comparable governing body) and no further filing, consent or authorization is required by such Guarantor or such Subsidiary, its board of directors (or other comparable governing body) or its shareholders or other governmental body. This Agreement, the Guaranty and Security Agreement, the Financial Securities Account Pledge Agreement (as defined below), the IP Security Agreement (as defined below) and the Deposit Account Control Agreements (as defined in the Guaranty and Security Agreement) each has been, and the other Transaction Documents to which the Company, the Guarantors and any other Subsidiary are a party will be prior to the Initial Closing, duly executed and delivered by the Company, such Guarantors and such Subsidiary, and each constitutes the legal, valid and binding obligations of the Company, such Guarantors and such Subsidiaries, enforceable against the Company, such Guarantors and such Subsidiaries in accordance with its respective terms as of the date of each such documentations, 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. As used herein, (A) “Transaction Documents” means, collectively, this Agreement, each Debenture, each Warrant, each Security Document (as defined below) and each of the other agreements and instruments entered into by the Company or any of its Subsidiaries or delivered by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby, including the issuance of the Shares to be issued at the Closing, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally amended from time to time; and general principles of equity(B) “Requisite Stockholder Approval” means stockholder approval necessary to effectuate a Share Authorization Event.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares 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 each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and from and after the Authorized Share Increase Date (as defined below) the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingNotes, the issuance of the Warrants and from and after the Authorized Share Increase Date the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants and the granting of a security interest in the Collateral (as defined in the Security Documents)) have been duly authorized by the respective boards Company's board of directors or other governing body and (or other than the filing with the SEC of a committee thereof), members, managers, trustees, stockholders, Form D and any other equityholders or holders of beneficial interests, filings as applicable, of the Company and each of its Subsidiaries, as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally 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 Notes, the Warrants, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. The Transaction Documents to be executed at any Additional Closing will be duly executed and delivered by the Company, and when so executed and delivered, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity 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. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person it is a party and to issue the Shares 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its the Subsidiaries and the consummation by the Company and each of its the Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares to be issued at issuable upon exercise of the Closing, Warrants) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiariesgoverning 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 filing, consent or authorization is required by the Company, any of its Subsidiaries or any of the Subsidiaries, their respective boards Boards of directors, members, managers, trustees, stockholders, Directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Transaction Documents to which each Subsidiary is a party have 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 equityequity 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 Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Consulting Agreement, and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby.