Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite corporate power and authority to enter into this Agreement, the Other Purchase Agreements and perform the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby, and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The execution execution, delivery and delivery of this Agreement and the other Transaction Documents performance by the Company of this Agreement, the Other Purchase Agreements and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Common 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 all necessary corporate action on the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) Company and any other filings as may be required by any state securities agencies) its Board of Directors, and no further filing, consent or authorization corporate action is required by the Company, its board Board of directors Directors or its stockholders or shareholders in connection therewith, other governing bodythan in connection with the Required Filings. This Agreement has been, and the other Transaction Documents will be prior to the Closing, Registration Rights Agreement have been duly and validly executed and delivered by the Company, and each constitutes assuming the due authorization, execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company it in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies or by other equitable principles of general application; (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable Law. There are no shareholder agreements, voting agreements, voting trust agreements or state securities law. “Transaction Documents” meanssimilar agreements with respect to the Company’s capital stock to which the Company is a party or, collectivelyto the Company’s Knowledge, this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby Company’s shareholders, and thereby, as may be amended from time to timeno such agreements are currently contemplated.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents, any Joinder 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes, the issuance of the Warrants Warrants, and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board Board of directors Directors, and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) a Form D and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies 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., as applicable 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 rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditors’ rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by forming part of the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (as amended or supplemented, from time to time, the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Purchased 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 Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Purchased Shares, the 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. The Company has the requisite 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(b)), the Certificate of Designations and any other certificate, instrument or document contemplated hereby or thereby (collectively, the other "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesShares and the Warrants, the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion thereof, the reservation for issuance and the issuance of the Dividend Shares issuable thereon, and the Warrant Shares issuable upon exercise of the Warrants) , respectively, have been duly authorized by the Company’s board 's Board of directors and (Directors and, other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) specified in Section 3(e), no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. Any other Transaction Documents dated after the date herewith upon execution shall have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Warrants, enforcement of applicable creditors' rights and remedies. The Certificate of Designations has been filed on or prior to the Irrevocable Transfer Agent Instructions (as defined below) and each Closing Date with the Secretary of the other agreements State of Delaware and instruments entered into or delivered by any of will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may shall not be amended from time to timeunless in compliance with its terms.

Authorization; Enforcement; Validity. The Company and its Subsidiaries each has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Document, the Transfer Agent Instructions (substantially in the Form of Exhibit D) to which it is a party, 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Conversion Shares issuable upon exercise conversion of the Warrants) Notes, and the granting of a security interest in the Collateral (as defined in the Security Document), have been duly authorized by the Company’s board and such Subsidiaries’ respective Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filingconsent, consent or authorization is required by the Company, its board such Subsidiaries, their respective Board of directors Directors or its stockholders or other governing bodytheir respective stockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the CompanyCompany and such Subsidiaries, and each constitutes constitute the legal, valid and binding obligations of the CompanyCompany and such Subsidiaries, enforceable against the Company and such Subsidiaries in accordance with its their respective terms, except (i) the perfection of any security interest required by the Security Document need not occur until 45 days after the first Closing Date and (ii) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesConvertible Debentures, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the Warrants) Convertible Debentures), have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing governmental body. This Agreement has been, and the other Transaction Documents to which the Company 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsRegistration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions (as defined below) Instructions, and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the WarrantsNote pursuant to this Agreement) have been duly authorized by the Company’s 's board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) "Signing Resolutions"), and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders. The Signing Resolutions are valid, in full force and effect and have not been modified or other governing bodysupplemented in any respect. The Company has delivered to the Investor a true and correct copy of the Signing Resolutions executed by all of the members of the Company's Board of Directors. This Agreement has been, and the other Transaction Documents 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 lawlaw 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 WarrantsNote, 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 timetime in writing.

Authorization; Enforcement; Validity. The Company has the requisite 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 Section 7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Voting Agreements (as defined in Section 4(r)), the Deposit 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 Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes and the Warrants, and the reservation for issuance and the issuance of the Warrants Conversion Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by one or more Registration Statements (as defined in the Registration Statement pursuant to Rule 424(bRights Agreement) under in accordance with the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement and (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the potential filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) a 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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 lawlaw 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 Warrants, the Irrevocable Transfer Agent Instructions (as defined below) Purchase Rights, any Pledge documents creating a security interest in the assets of the Company, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesConvertible Debentures, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the Warrants) Convertible Debentures), have been duly authorized by the Company’s 's board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing governmental body. This Agreement has been, and the other Transaction Documents to which the Company 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsRegistration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions (as defined below) Instructions, and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below), the Security Documents (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. “Security Documents” means the Guarantee Agreements, Pledge Agreement, the Control Agreement, any and all financing statements, security agreements, pledges, assignments, 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 the Restricted Funds Account and all of the Restricted Funds therein, and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants Notes and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the WarrantsNotes) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of the prospectus supplement required by one or more Registration Statements (as defined in the Registration Statement pursuant to Rule 424(bRights Agreement) under in accordance with the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board respective boards of directors or its the stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsNotes, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined belowin 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 consummation of the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Except as set forth in Schedule 3(b), the Company has the requisite corporate 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Preferred Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred 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 Company’s board Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 Certificate of Designations in the Warrants, form attached hereto as Exhibit A shall be filed with the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements and instruments entered into State of Nevada on or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time prior to timeClosing.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its stockholders their shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the such 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. Prior to such 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, 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 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing of a Form D with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the 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. The Company Each of the Credit Parties has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Security Agreement, each of the other Security Documents, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Release 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Credit Parties have been duly authorized by each of the Credit Parties’ respective board of directors (or other governing body) and the consummation by the Company Credit Parties of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Shares, Securities by the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Borrowers have been duly authorized by the Companyrespective Credit [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Party’s board of directors (or other governing body), and (other than the filing filings with the SEC of the prospectus supplement “Blue Sky” authorities as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agenciestherein) no further filing, consent consent, or authorization is required by the Companyany Credit Party, its board of directors (or other governing body) or its stockholders or other governing bodyany parties in a similar capacity. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by each of the CompanyCredit Parties thereto, and each constitutes constitute the legal, valid and binding obligations of each of the CompanyCredit Parties party thereto, enforceable against the Company each of such Credit Parties in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Convertible Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agenciesii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders or other governing bodybody of the Company (other than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, a Form D with the SEC and any other filings as may be required by any state securities agencies). This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesNotes, the issuance of the Commitment 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 Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of the prospectus supplement required by one or more Registration Statements (as defined in the Registration Statement pursuant to Rule 424(bRights Agreement) under in accordance with the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, a Form D with the SEC and the filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “ProspectusSecurities Filings”) and any other filings as may be required by any state securities agencies)) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) Commitment Shares, the Controlled Account Agreements, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies, all of which shall be made prior to the Closing) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants Shares and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the WarrantsShares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the 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 requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board respective boards of directors or its the stockholders or other governing body. The Shares, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof under the terms thereof. This Agreement has been, and the other Transaction Documents will be prior to the Initial 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined belowin 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 consummation of the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Note and the issuance of the Warrants Warrant and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by the Company’s board of directors and (other than (i) the filing with the SEC of (A) one or more Registration Statements, (B) a Form D, (C) the prospectus supplement required by 8-K Filing (as defined below), (D) preliminary and definitive proxy materials for the Registration Statement pursuant solicitation of proxies with respect to Rule 424(bthe Stockholder Approval (as defined below), (E) under the 1933 Act (the “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 agenciesagencies (collectively, the “Required Approvals”) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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 obligation 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 lawlaw 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 WarrantsNote, the Warrant, the Registration Rights Agreement (as defined herein), 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities Common Stock, Warrants and the Warrant Common Shares underlying the Warrants in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Common Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than (x) the filing with the SEC of the prospectus supplement related to the Common Stock required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (such base prospectus as so supplemented, the “Prospectus”) and (y) a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Preferred Stock and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the 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 Company’s board of directors and (other than the filing with the SEC of the one or more prospectuses or prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) supplements and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing bodybody of the Company. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) Certificate of Designation 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, (ii) a Form D with the “Prospectus”) SEC and any other filings as may be required by any state securities agencies, (iii) the 8-K Filing, (iv) a Listing of Additional Shares Notification with the Principal Market, and (v) the Stockholder Approval (as defined below), and (vi) waiver of certain restrictions regarding the issuance of securities by the Company contained in the Amended and Restated Underwriting Agreement dated September 28, 2017 between the Company and Network1 Financial Securities, Inc. (collectively, the “Required Filings and Approvals”)) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. “Transaction Documents” means, collectively, this AgreementPrior to the Closing, the WarrantsTransaction 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Irrevocable Transfer Agent Instructions (enforcement of applicable creditors’ rights and remedies and except as defined below) rights to indemnification 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 to contribution may be amended from time to time.limited by federal or state securities law. “

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities Preferred Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Preferred Shares, the reservation Conversion Shares, and the issuance of the Warrants and the reservation for issuance and issuance Conversion Shares upon conversion of the Warrant Shares issuable upon exercise of the Warrants) Preferred Shares, have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Certificate of Designation, the Settlement Agreement, the Escrow 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the RRA, 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Shares, Preferred Shares and Warrants and the reservation for issuance and the issuance of the Warrants Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders stockholders, except for any authorizations or other governing bodyconsents that have already been obtained. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except remedies. The Certificate of Designations in the form attached hereto as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, Exhibit A has been filed with the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any of is in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timehas not been amended.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsCommon Shares, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) ), a Current Report on Form 8-K, and any other filings as may be required by any state securities agencies, all of which shall be made prior to the Closing) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing bodybody in connection therewith. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Security Documents, the Guaranties, 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 or any of the Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has and each of the Subsidiaries have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement each of the Transaction Documents, and solely with respect to the other Transaction Documents and Company, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of the Subsidiaries and the consummation by the Company and each of the Subsidiaries of the transactions contemplated hereby and thereby (includingthereby, without limitation, including the issuance of the Common Shares, Sub Notes and the issuance of the Warrants Warrant and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant and the Option Shares upon the exercise of any Investor Share Option, have been duly authorized by the Company’s board respective boards of directors and (directors, members, managers, stockholders or other than the filing with the SEC equityholders, as applicable, of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part Company and each of the Registration Statement (the “Prospectus”) Subsidiaries and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board any of directors the Subsidiaries or its any of their respective boards of directors, members, managers, stockholders or other governing bodyequityholders, as applicable. This Agreement has been, and the other Transaction Documents will be prior dated of even date herewith to which the Closing, Company or any Subsidiary is a party have been duly executed and delivered by the CompanyCompany and such Subsidiary, and each constitutes constitute the legal, valid and binding obligations of the CompanyCompany and each such Subsidiary, enforceable against the Company and each such Subsidiary in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies general principles of equity. 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 Subsidiary party thereto and shall constitute the valid and binding obligations of the Company and each such Subsidiary, enforceable against the Company and each such Subsidiary in accordance with their respective terms, except as rights to indemnification and to contribution may be limited by federal bankruptcy, insolvency, fraudulent conveyance or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) similar laws affecting creditors’ rights generally and each general principles 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 timeequity.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Common Shares, the issuance of the Warrants Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Warrant Purchase Shares issuable upon exercise of the Warrants) under this Agreement, have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective 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 applicable creditors’ rights and remedies and except remedies. Except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, set forth in this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each no other approvals or consents of the other agreements Company’s Board of Directors and/or shareholders is necessary under applicable laws and instruments entered into the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants Ordinary Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing bodyshareholders. This Agreement has been, and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be prior to the Closing, be) duly executed and delivered by the CompanyCompany and constitutes (or, when duly executed and each constitutes delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 Registration Rights Agreement, the Escrow 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Offered Notes, the Registration Rights Agreement, 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesOffered Notes, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Conversion Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by one or more Registration Statements (as defined in the Registration Statement pursuant to Rule 424(bRights Agreement) under in accordance with the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, the 8-K Filing (as defined below), the “Prospectus”) Form D with the SEC and any other filings as may be required by any state securities agencies, the filing of any necessary Financing Statements and appropriate Assignments for Security in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case in accordance with the Security Agreement (collectively, the “Required Filings”)) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawlaw 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 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” means. 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, collectivelyconsent, 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 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. For purposes of this Agreement, the Warrantsterm “Security Documents” means the Guaranty Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Security Agreement and each of the any other agreements and instruments entered into related collateral documents to be executed or delivered filed by any of the parties hereto or thereto in connection with the transactions contemplated hereby Closing hereunder and thereby, as may be amended from time to timein connection with the foregoing agreements and documents.

Authorization; Enforcement; Validity. The Company Partnership has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Partnership, and the consummation by the Company Partnership of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesSeries A Preferred Units, the issuance of the Conversion Units issuable upon conversion of the Series A Preferred Units, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares Units issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors of the Partnership’s general partner and (other than the filing with the SEC of one or more registration statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanyPartnership, its board Subsidiaries, their respective boards of directors or its stockholders their unitholders or other governing body. 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 CompanyPartnership, and each constitutes or will constitute the legal, valid and binding obligations of the CompanyPartnership, enforceable against the Company Partnership 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. “Transaction Documents” means, collectively, this Agreement, the 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.affecting

Authorization; Enforcement; Validity. The Company has the requisite power and and, subject, as applicable, to the Stockholder Approval (as defined below) authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Voting Agreement (as defined in Section 4(q)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(ix)) 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, 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 issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of (i) one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) Rights Agreement and any other filings as may be required by any state securities agencies, (ii) an Information Statement or Proxy in respect of the Stockholder Approval and (iii) the filing and approval of a listing application as required by the rules of the Principal Market (as defined below)) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Ownership Limit Waiver (as defined in Section 9), the Registration Rights Agreement, the Partnership Agreement Amendment (as defined in Section 10), the Warrants 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"), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation adoption, execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including, without limitationbut not limited to, the issuance of the Common Shares, the issuance of Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Warrants) thereof, have been duly authorized by the Company’s board 's Board of directors and Directors (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”or a duly authorized committee thereof) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other The Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective 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 applicable creditors’ ' rights and remedies and except as rights remedies. The Certificate of Designations will have been filed prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, Initial Closing Date with the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any of will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timeshall not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants and each of the other Transaction Documents and agreements entered into or to be entered into on the Closing Date by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Shares, the issuance of Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants) thereof have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration. “Transaction Documents” means, collectively, this AgreementAs of the Closing, the WarrantsTransaction Documents dated as of the Closing Date 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 (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Irrevocable Transfer Agent Instructions enforcement of applicable creditor's rights and remedies or (ii) as defined below) and each of the other agreements and instruments entered into any rights to indemnity or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as contribution hereunder may be amended from time to timelimited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. The Each of the Company and the Guarantors (to the extent that they are parties) has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Warrants 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") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by each of the Company and the Guarantors (as applicable) and the consummation by each of the Company and the Guarantors (as applicable) of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes and the Warrants, the reservation for issuance and the issuance of the Warrants and Conversion Shares issuable upon conversion of the Notes, 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 Company’s board 's or the Guarantor's (as applicable) Board of directors Directors and (other than (i) the filing of appropriate UCC and Personal Property Security Act (Ontario) ("PPSA") financing statements and analogous registrations with the appropriate states, provinces and other authorities pursuant to the Security Documents, (ii) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, (iii) the “Prospectus”filing of a Form D with respect to the Notes and Warrants as required under Regulation D and (iv) such filings required under applicable securities or "Blue Sky" laws of the states of the United States and any other filings as may be required by any state securities agenciesapplicable Canadian Securities Laws (all of the foregoing, the "REQUIRED APPROVALS")) no further filing, consent consent, or authorization is required by the CompanyCompany or the Guarantors (as applicable), its board their respective Boards of directors Directors or its stockholders or other governing bodytheir respective shareholders in connection therewith. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, Company and each constitutes of the Guarantors (as applicable) and constitute the legal, valid and binding obligations of the CompanyCompany or the Guarantors (as applicable), enforceable against the Company or the Guarantors (as applicable) in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies, and except as that the enforcement of any rights to indemnification indemnity and to contribution in the Registration Rights Agreement may be limited by federal or and state securities law. “Transaction Documents” means, collectively, this Agreement, laws and the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each principles 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 timepublic policy underlying those laws.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of Preferred Shares, the Warrants and the reservation for issuance and issuance of the Conversion Shares and Warrant Shares issuable upon conversion and exercise of the Preferred Shares and Warrants, respectively) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of a Form D under Regulation D of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Securities Act (ii) the “Prospectus Supplement”8-K Filing (as defined below), (iii) supplementing any action necessary in order to qualify the base prospectus forming part of the Registration Statement (the “Prospectus”) Securities, and any other filings as may be required by any state securities agenciesagencies or “Blue Sky” laws of the states of the United States, and (iv) if applicable, the listing of the Shares, the Conversion Shares and the Warrant Shares on the Principal Market (as defined below)) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it will be a party and to issue the 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 will be a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of a Form D with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and SEC, any other filings as may be required by any state securities agenciesagencies and any other filing that may be required by Section 4(h) (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the WarrantsNotes, the Irrevocable Transfer Agent Instructions (as defined below) Security Documents 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 therebyGuaranties, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, the issuance of the Common 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 Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the 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 requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. The Certificate of Designations in the form attached hereto as Exhibit A will be filed with the Secretary of State of the State of Delaware at the Closing and will be 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 Common 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereof applicable. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Stock and the Preferred Stock and the reservation for issuance and issuance of the Conversion Shares, issuable upon conversion of the 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 Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Certificate of Designations, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, 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 Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Purchased Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the and Warrants) , have been duly authorized by the Company’s board 's Board of directors and Directors. Other than (other than i) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, (ii) any required approval by the Office of Chief Scientist of the Israeli Ministry of Industry, Trade and Labor (the “Prospectus”"OCS") and any other the Israeli Investment Center to the transactions contemplated hereunder, and (iii) the filing of a Form D and all filings as may be and reports relating to the Company’s offer and sale of the Securities required by any state under applicable securities agencies) or "Blue Sky" laws of the states of the United States, no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodyshareholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies 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 rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditor's rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below), any Joinder Agreements, any Subsequent Closing Notices 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes, the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon exercise of the Warrants) Shares, have been duly authorized by the Company’s board Board of directors Directors, and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) a Form D and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies 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., as applicable. 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 rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditors’ rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Voting Agreement (as defined in Section 4(s)), the Lock-Up Agreements (as defined in Section 4(t)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents, the Warrants, the Put 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 Documents") to which the Company is a party and to issue the Company Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes and the Warrants, the reservation for issuance and the issuance of the Warrants Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and the issuance of the Interest Shares issuable pursuant to the terms of the Notes, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board 's Board of directors Directors and (other than (i) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, (the “Prospectus”ii) and any other filings as may be required by any state securities agencies, (iii) the filing with the Principal Market of a "Notification: Listing of Additional Shares," (iv) the receipt of Shareholder Approval, (v) the filing of an amended Memorandum and Articles of Association of the Company with the Registrar of Corporate Affairs, British Virgin Islands to reflect the amendments described in Section 4(u)(ii), (vi) the furnishing of one or more reports on Form 6-K to the SEC with the documents distributed to solicit Shareholder Approval and as contemplated by Section 4(i), (vii) the filing of Form D as contemplated by Section 4(b) and (viii) the filing of one or more amendments to Schedule 13D by Xx. Xx) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodyshareholders. This Agreement has been, and the other Transaction Documents will be prior to which the Closing, Company is a party have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s 's board of directors and each of its Subsidiaries' board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the 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 requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “"Transaction Documents” " means, collectively, this Agreement, the Notes, the Warrants, the Collateral Agency Agreement, the Guaranties, 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 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, 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 Documents”, provided, however, that for the avoidance of doubt such term shall not refer to or include any documents, matters or approvals relating to any Rights Offering or Rights Offering Notes) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes and the Warrants, and the reservation for issuance and the issuance of the Warrants Required Reserve Amount (as defined below) of Conversion Shares and Interest Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by one or more Registration Statements (as defined in the Registration Statement pursuant to Rule 424(bRights Agreement) under in accordance with the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. Each of the Guarantors has the requisite power and authority to enter into and perform its obligations under such Transaction Documents to which it is a party. The execution and delivery by the Guarantors party to any of the Transaction Documents of such Transaction Documents and the consummation by such Guarantors of the transactions contemplated thereby have been duly authorized by such Guarantors’ 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 Guarantors, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of voting interests of such Guarantors). The Transaction Documents to which any of the Guarantors are parties have been duly executed and delivered by such Guarantors, and constitute the legal, valid and binding obligations of such Guarantors, enforceable against them in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, the Warrantsmoratorium, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into liquidation or delivered by any of the parties hereto in connection with the transactions contemplated hereby and therebysimilar laws relating to, as may be amended from time to time.or affecting

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite power and authority to enter into and perform its respective obligations under this 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") and the Company has the requisite power and authority to issue the Shares in accordance with the terms of this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofDocuments. The execution and delivery of this Agreement the Transaction Documents by Parent and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by Parent'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) no further filing, consent, or authorization is required by Parent, its Board of Directors or its stockholders in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, 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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agenciesRights Agreement) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodyin connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by each of Parent and the Company, and each constitutes constitute the legal, valid and binding obligations of each of Parent and the Company, enforceable against Parent and the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to issue the 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 the Subsidiaries and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesNotes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion 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 Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(ba Notice on Form D and one or more registration statements in accordance with Section 4(n) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) 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, its board the Subsidiaries, their respective Boards of directors Directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, which it is a party have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights 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 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 Irrevocable Transfer Agent Instructions (as defined belowin Section 5(b)) 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the one or more prospectus supplement supplements required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (collectively, the “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) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the Initial 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. “Transaction Documents” means, collectively, this Agreement, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Initial Securities 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 Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the 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 requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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 lawlaw (collectively, the “Enforceability Exceptions”). “Transaction Documents” means, collectively, this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto or any of the Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Commitment Shares, the Notes, 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Shares, Notes and Warrants and the reservation for issuance and the issuance of the Warrants In-Kind Payment Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than the filing in accordance with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more registration statements in accordance with the prospectus supplement required by requirements of this Agreement and the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part Nasdaq Capital Market authorization of the Registration Statement (additional listing of the “Prospectus”) shares of Common Stock issuable under this Agreement, and any other filings as may be required by any state securities agencies) agencies (collectively, the “Required Approvals”)), no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing bodybody of the Company. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) Pre-Funded Warrants 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. The Company has and the requisite SPA Subsidiaries, as applicable, have the power and authority to enter into and perform its their obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Agreement, the Monetization Proceeds Agreement, the Pledge and Security Agreement, the Subordination Agreement, the Guaranty, 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof; provided, however, the Buyer recognizes that the Company is presently authorized to issue a total of 390,000,000 shares of Common Stock, and the representation in this Section 3(b) is qualified to the extent that the conversion of the Notes could require the Company to issue more shares of Common Stock than may be issued pursuant to its Certificate of Incorporation prior to the time (within 135 days of the Initial Closing Date) it increases its authorized Common Stock to 1,250,000,000 shares (the “Authorized Share Increase”), this qualification being referred to as the “Authorized Stock Qualification,” and the Authorized Share Increase is also required for the exercise of the Purchase Option. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the SPA Subsidiaries, as applicable, and the consummation by the Company and the SPA Subsidiaries, as applicable, of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Notes and the Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Conversion Shares issuable upon conversion of the Notes and the Purchase Option Shares issuable upon exercise of the Warrants) Purchase Option have been duly authorized by the Company’s board 's and the SPA Subsidiaries, as applicable, Boards of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) Rights Agreement and any other filings as may be required by any state securities agenciesagencies and subject to the Authorized Stock Qualification) no further filing, consent consent, or authorization is required by the Company, its board the SPA Subsidiaries, their Boards of directors Directors or its the Company’s stockholders or other governing bodyexcept as will be necessary to effect the Authorized Share Increase. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the CompanyCompany and the SPA Subsidiaries, as applicable, and each constitutes the legal, valid and binding obligations of the CompanyCompany and the SPA Subsidiaries, as applicable, enforceable against the Company and the SPA Subsidiaries, as applicable, in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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, otherwise provided in this Agreement, the 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 timeSection 3(b).

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Security Documents, the Guaranties, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Preferred Shares, the reservation for issuance and issuance of the Conversion Shares issuable under the Certificate of Designations with respect to the Preferred Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsWarrants and the issuance of the Commitment Shares) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by the SEC and by any state securities agenciesagencies or the Principal Market (as defined below)) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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 Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, each of the Lock-Up Agreements (as defined below), 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes and the Warrants, the reservation for issuance and the issuance of the Warrants and Conversion Sharesissuable upon conversion of the Notes, the reservation for issuance and issuance of the 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 Documents) have been duly authorized by the Company’s board 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 more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agenciesRights Agreement) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the one or more prospectus supplement supplements required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (collectively, the “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) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Note and each of the other agreements and other instruments to be entered into by any of the parties hereto in connection with any of the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, the performance of its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, 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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board Board of directors Directors (the “Board”) and (other than (i) the filing with the SEC of the prospectus supplement required by one or more Registration Statements (as defined in the Registration Statement pursuant to Rule 424(bRights Agreement) in accordance with the requirements of the Registration Rights Agreement, (ii) the filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D promulgated under the 1933 Act Act, (the “Prospectus Supplement”iii) 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, and (iv) the filing or recording of UCC financing statements) no further filing, consent consent, or authorization is required by the Company, its board of directors Company or its stockholders or other governing bodyBoard. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or equity, 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 remedies, or limits on indemnification and to contribution may be limited by under applicable federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the 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 timelaws.

Authorization; Enforcement; Validity. The Company has the requisite 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, 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 Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes and the Warrants, the reservation for issuance and the issuance of the Warrants and Conversion Shares issuable upon conversion of the Notes, 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 Company’s board '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 of a Form D under Regulation D of the 1933 Act and (iii) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agenciesRights Agreement) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and Parent have been duly authorized by each of the Company’s and Parent’s Board of Directors and the consummation by the Company and Parent of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Shares, Debentures by the Parent and the issuance of the Warrants Conversion Shares, the Interest Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) by Parent, have been or will be at the time of issuance duly authorized by the CompanyParent’s board Board of directors Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the Rights Agreement and other than filings with “Prospectus”) and any other filings Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent consent, or authorization is required by the CompanyParent, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by each of the CompanyCompany and Parent, and each constitutes constitute the legal, valid and binding obligations of each of the CompanyCompany and Parent, enforceable against the Company and Parent in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under (i) this Agreement, the Guaranty and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement to which it is a party (such documents, and together with the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Transfer Agent Instructions, the Intercreditor Agreement and each of the other Transaction agreements to be entered into in connection with the transactions contemplated by this Agreement, as amended, restated, supplemented and/or modified from time to time in accordance with the provisions thereof, collectively, the "TRANSACTION DOCUMENTS") and (ii) the Acquisition Documents (as defined in Section 3(ii)) and to issue consummate the Securities transactions contemplated herein and therein in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents and the other Transaction Acquisition Documents (to which the Company is a party) by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (includingthereby, without limitation, the issuance of the Common 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 Company’s board of directors of the Company (the "BOARD OF DIRECTORS") and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(bas set forth in Section 3(e) under the 1933 Act (the “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) hereof, no further filing, consent or authorization is required by the Company, its stockholders or the Board of Directors. To the extent that a person that is a Subsidiary of the Company on the date hereof is a party to or bound by a Transaction Document or an Acquisition Document, such Subsidiary has the requisite power and authority to enter into and perform its obligations under such Transaction Document or Acquisition Document and the execution and delivery of such Transaction Document by such Subsidiary and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by the board of directors or equivalent body of such Subsidiary and no further consent or authorization is required by such Subsidiary, its stockholders equity holders or other governing its board of directors or equivalent body. This Agreement has beenAgreement, and the other Transaction Documents will be prior and the Acquisition Documents to which the ClosingCompany and, if applicable, its Subsidiaries (existing on the date hereof) is a party have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, such parties enforceable against the Company such parties in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. As of the Closing, the Transaction Documents and the Acquisition Documents dated after the date of this Agreement and on or prior to the date of the Closing shall have been duly executed and delivered by the Company and, if applicable, those Persons who are Subsidiaries of the Company on the date hereof, and shall constitute the valid and binding obligations of such parties, enforceable against such parties in accordance with their terms except as rights to indemnification and to contribution enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, fraudulent conveyance or transfer, moratorium or similar laws relating to, or affecting generally, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of creditors' rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Purchased 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 Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Purchased Shares, the Warrants, the Warrant Shares and 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesConvertible Debentures, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the Warrants) Convertible Debentures), have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing governmental body. This Agreement has been, and the other Transaction Documents to which the Company 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsConvertible Debentures, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Instructions, and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the RRA, 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Shares, Preferred Shares and Warrants and the reservation for issuance and the issuance of the Warrants Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders stockholders, except for any authorizations or other governing bodyconsents that have already been obtained. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except remedies. The Certificate of Designations in the form attached hereto as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, Exhibit A has been filed with the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Nevada and instruments entered into or delivered by any of is in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timehas not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Common Shares, the issuance of the Warrants Securities pursuant to this Agreement and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrantsother Transaction Documents) have been duly authorized by all necessary corporate action on the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) Company, and any other filings as may be required by any state securities agencies) no further filing, consent or authorization corporate action is required by the Company, its board the Board, or the Company’s shareholders in connection therewith other than in connection with the Required Approvals. Each of directors the Transaction Documents has been (or its stockholders upon delivery will have been) duly executed by the Company and is, or other governing body. This Agreement has beenwhen delivered in accordance with the terms hereof or thereof, will (assuming due authorization, execution and delivery thereof by the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes parties thereto) constitute the legal, valid valid, and binding obligations obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws Laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities lawapplicable Law. “Transaction Documents” means, collectively, The Board has (i) waived the ownership limitations with respect to the Securities owned by and acquired pursuant to this Agreement, Agreement by the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each Purchasers that are imposed by Article XII of the other agreements Article of Incorporation by at least a two-thirds vote and instruments entered into or delivered by any of the parties hereto in connection with (ii) approved the transactions contemplated hereby by this Agreement for purposes of Subchapter 25D, Subchapter 25F and therebySubchapter 25H, including for any Common Stock owned as may of the date hereof by the Purchasers or any of their respective Affiliates which could be amended from time considered “control shares” under Subchapter 25G, of the Pennsylvania Business Corporation Law and the Pennsylvania Entity Transactions Law (collectively, the “PBCL”). There are no shareholder agreements, voting agreements, or other similar arrangements with respect to timethe Company’s capital stock to which the Company is a party.

Authorization; Enforcement; Validity. The Company (i) Each of the Assignee and the Designated Subsidiary has the requisite corporate power and authority to enter into and perform its their obligations under this Agreement and the other Transaction Documents and to issue Documents, (ii) the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by each of the Company Assignee and the Designated Subsidiary and the consummation by the Company them of the transactions contemplated hereby and thereby (includingthereby, without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have has been duly authorized by the CompanyAssignee’s board Board of directors Directors and (other than the filing Designated Subsidiary’s governing body do not conflict with the SEC Assignee’s Articles of the prospectus supplement required Incorporation or Bylaws or Designated Subsidiary’s organizational documents, and do not require further consent, approval or authorization by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “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) no further filing, consent or authorization is required by the CompanyAssignee, its board Board of directors Directors or its stockholders shareholders or other Designated Subsidiary’s governing body. This , (iii) this Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingClosing Date, duly executed and delivered by the CompanyAssignee and Designated Subsidiary and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalAssignee and Designated Subsidiary, shall constitute, the valid and binding obligations of the Company, Assignee and Designated Subsidiary enforceable against the Company Assignee and Designated Subsidiary in accordance with its respective 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 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 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 timeremedies.

Authorization; Enforcement; Validity. The Each of the Company and the Guarantors (to the extent that they are parties) has the requisite power and authority to enter into and perform its their respective obligations under this Agreement and the other Transaction Documents and and, with respect to the Company, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by each of the Company and the Guarantors (as applicable) and the consummation by each of the Company and the Guarantors (as applicable) of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes, the issuance of Guarantees and the Warrants and Warrants, 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 Company’s board 's or the Guarantors' (as applicable) Board of directors Directors, respectively, or Manager (as applicable) and (other than (i) the filing of appropriate UCC financing statements and analogous registrations with the appropriate states, provinces and other authorities pursuant to the Security Documents, (ii) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, (iii) the “Prospectus”filing of a Form D with respect to the Notes and Warrants as required under Regulation D, (iv) such filings required under applicable securities or "Blue Sky" laws of the states of the United States and any other (v) such filings as may be required under any rule or regulation promulgated by any state securities agenciesthe Federal Communications Commission (all of the foregoing, the "REQUIRED APPROVALS")) no further filing, consent consent, or authorization is required by the CompanyCompany or the Guarantors (as applicable), its board their respective Boards of directors Directors or its Manager (as applicable) or their respective stockholders or other governing bodymembers (as applicable) in connection therewith. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, Company and each constitutes of the Guarantors (as applicable) and constitute the legal, valid and binding obligations of the CompanyCompany or the Guarantors (as applicable), enforceable against the Company or the Guarantors (as applicable) in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies, and except as that the enforcement of any rights to indemnification indemnity and to contribution in the Registration Rights Agreement may be limited by federal or and state securities law. “Transaction Documents” means, collectively, this Agreement, laws and the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each principles 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 timepublic policy underlying those laws.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants Shares and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the WarrantsShares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the 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 requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board respective boards of directors or its the stockholders or other governing body. The Shares, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof under the terms thereof. This Agreement has been, and the other Transaction Documents will be prior to the Initial 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsCertificate, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined belowin the Registration Rights Agreement) and each of the other agreements and instruments entered into or and delivered by the Company and any of the other parties hereto in connection with the consummation of the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate 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), 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 Documents"), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement the Transaction Documents and the other Transaction Documents execution and filing of the Certificate of Designations by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Common Shares, the issuance of the Warrants Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Warrants) thereof have been duly authorized and unanimously approved by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body. This stockholders, (iii) this Agreement has been, and the other Transaction Documents will be prior to the Closing, Registration Rights Agreement have been duly executed and delivered by the Company, (iv) the Transaction Documents, upon execution and each constitutes delivery thereof, will constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective 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 applicable creditors’ ' rights and remedies remedies, and except as rights (v) prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreementthe Closing Date, the Warrants, Certificate of Designations has been filed with the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any of will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be shall not have been amended from time to timeunless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Escrow 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Common SharesShares and the Warrants, the reservation for issuance and the issuance of the Warrants Conversion Shares issuable upon conversion or redemption of the Notes, the reservation for issuance and the issuance of the Interest Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the 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 of a Form D with respect to the Notes and the Warrants as required under Regulation D, (iii) such filings as are required by the Principal Market (as defined below), which will be made prior to each Closing, (iv) such filings required under applicable securities or “Blue Sky” laws of the states of the United States and (v) the Stockholder Approval as contemplated in Section 4(q) (all of the foregoing, the “Required Approvals”), no further filing, consent, or authorization is required by the Company or of its Board of Directors or its stockholders to enter into the Transaction Documents and consummate the transactions contemplated by the Transaction Documents, including, without limitation, the issuance of the Notes, the Common Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or redemption of the Notes, the reservation for issuance and the issuance of the Interest Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, Company and each constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. Any of the Transaction Documents dated after the date hereof, upon execution and delivery, will have been duly executed and, when delivered by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable, subject to the Required Approvals against the Company in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditors’ rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company Each of the Issuers and the Guarantors has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Indenture, the Notes, the Note Guarantees and the Collateral Agreements (collectively, the “Transaction Documents”), and each of the other Transaction Documents agreements entered into in connection with the transactions contemplated by this Agreement, and to issue and guarantee the Securities Notes, as applicable, in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Issuers and the Guarantors and the consummation by the Company Issuers and the Guarantors of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance and guarantee of the Common SharesNotes, the issuance of the Warrants as applicable, and the reservation for issuance and issuance granting of a security interest in the Warrant Shares issuable upon exercise of the Warrants) Collateral, have been duly authorized by the Company’s board Board of directors and (other than the filing with the SEC Directors, Board of Managers or applicable governing body of the prospectus supplement required by Issuers and the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) Guarantors, as applicable, and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the CompanyIssuers or the Guarantors, its board of directors or its stockholders their respective shareholders, members or other governing bodyequity holders. This Agreement has been, and the other Transaction Documents will be prior to on the ClosingClosing Date, duly executed and delivered by the CompanyIssuers and the Guarantors, and each constitutes this Agreement constitutes, and on the Closing Date the other Transaction Documents will constitute, the legal, valid and binding obligations of the CompanyIssuers and the Guarantors, enforceable against each Issuer and Guarantor executing and delivering the Company same in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, fraudulent conveyance, fraudulent transfer 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board Board of directors Directors and (other than (i) a waiver of certain covenants in the filing Securities Purchase Agreement, by and between the Company and Dye Capital Xxxx Holdings, LLC, dated June 5, 2019, as amended by the Amendment to Securities Purchase Agreement, by and between the Company and Dye Capital Xxxx Holdings, LLC, dated July 15, 2019, as further amended by the Amendment to Securities Purchase Agreement, by and between the Company and Dye Capital Xxxx Holdings, LLC, dated May 20, 2020 to the full extent required to give effect to the Proposed Transaction (the “Dye SPA Waiver”), (ii) a Form D with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies, and (iii) the 8-K Filing (collectively, the “Required Filings and Approvals”), no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. Except as set forth in Schedule 3(b) there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the actual knowledge after reasonable inquiry of the Company’s chief executive officer, chief financial officer and except as rights general counsel, but without any obligation to indemnification and to contribution may be limited by federal conduct investigation of anyone outside of the Company or state securities law. “Transaction Documents” means, its Subsidiaries (collectively, this Agreementthe “Company’s Knowledge”), the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesStock, the issuance of the Warrants and the Placement Agent Warrants (as defined below), the reservation for issuance and issuance of 100% of the Warrant Shares upon exercise of the Warrants, the reservation of the shares of Common Stock issuable upon exercise of the warrants (the “Placement Agent Warrant Shares”) issued to the Placement Agent (the “Placement Agent Warrants”) have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders stockholders, except for post-closing Securities filings or other governing bodynotifications required to be made under federal or state securities laws. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesConvertible Debentures, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the Warrants) Convertible Debentures), have been duly authorized by the Company’s 's board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing governmental body. This Agreement has been, and the other Transaction Documents to which the Company 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsRegistration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions (as defined below) Instructions, the Warrant and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Warrant and to issue the Offered Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents Warrant by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesOffered ADSs, the issuance of the Warrants Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsADSs) have been duly authorized by the Company’s board of directors and and, except for (other than i) the filing with requirements of Section 8(a) hereof, (ii) the SEC 6-K Filing (as defined below), (iii) the approval of the prospectus supplement required by listing of the Registration Statement pursuant to Rule 424(b) under Ordinary Shares underlying the 1933 Act Offered ADSs on the Tel Aviv Stock Exchange (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “ProspectusTASE”) and any other filings as may be required by any state securities agencies(iv) the approval in principle, subject to the exercise of the Warrant, to the listing of the Ordinary Shares underlying the Warrant ADSs on the TASE ((i) through (iv), collectively, the “Required Approvals”), no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing bodybody of the Company. This Agreement has been, and the other Transaction Documents Warrant will be at or prior to the Closing, duly executed and delivered by the Company, and each constitutes the or, when executed and delivered will constitute, a legal, valid and binding obligations obligation 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 U.S. federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the 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. The Company Borrower has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Agreement, the Warrants and each of the other Transaction Documents agreements, documents and to issue certificates entered into by the Securities parties hereto in accordance connection with the terms hereof and thereoftransactions contemplated by this Agreement (collectively, the “Transaction Documents”). The execution and delivery of this Agreement and the other Transaction Documents by the Company Borrower have been duly authorized by Borrower’s board of directors (or other governing body) and the consummation by the Company Borrower of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common Shares, the issuance of Notes and the Warrants and by the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Borrower, have been duly authorized by the CompanyBorrower’s board of directors (or other governing body), and (other than the filing filings with the SEC of the prospectus supplement “Blue Sky” authorities as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) therein, no further filing, consent consent, or authorization is required by the CompanyBorrower, its board of directors or its stockholders (or other governing body) or its stockholders, except for such as have been obtained. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the CompanyBorrower, and each constitutes constitute the legal, valid and binding obligations of the CompanyBorrower, enforceable against the Company Borrower in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) a 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the WarrantsNotes, the Irrevocable Transfer Agent Instructions (as defined below) Security Documents, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsCommon Shares, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the WarrantsSecurities) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the WarrantsSecurities, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 this Agreement and the other Transaction Documents by the Company and its Significant Subsidiaries, and the consummation by the Company and its Significant Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants Notes and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the WarrantsNotes) have been duly authorized by the Company’s board of directors 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 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 requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the WarrantsNotes, the Voting Agreements (as defined below), the Leak-Out Agreements (as defined below), the Guaranties, 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 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. The Each of the Company and the applicable Subsidiaries has the requisite corporate power and authority to enter into and perform its obligations under each of this Agreement and each of the other agreements to which it is a party or by which it is bound and which is entered into by the parties hereto in connection with the transactions contemplated hereby and thereby (collectively, the “Transaction Documents Documents”), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and, to the extent applicable, the Subsidiaries and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby (includingthereby, without limitation, including the issuance of the Common SharesNotes, the issuance of the Warrants and the reservation for issuance and the issuance of any Conversion Shares issuable upon conversion of the Notes and Warrant Shares issuable upon exercise of the Warrants) , have been duly authorized by the Company’s board and each of the Subsidiaries’ respective boards of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanyCompany or any of the Subsidiaries, its board or any of their respective boards of directors or its stockholders or other governing bodyshareholders. This Agreement has beenAgreement, the Notes, the Warrants, the Conversion Shares, the Warrant Shares and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the CompanyCompany and, and each constitutes to the legalextent applicable, by the Subsidiaries, constitute the valid and binding obligations of each of the CompanyCompany and the Subsidiaries that are parties thereto, and are enforceable against the Company such parties in accordance with its respective their terms. Any Transaction Documents dated after the date hereof, except as such enforceability may be limited when delivered, shall have been duly executed and delivered by general principles the Company and, to the extent applicable, by the Subsidiaries, shall constitute the valid and binding obligations of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements Company and instruments entered into or delivered by any of the Subsidiaries that are parties hereto thereto, and shall be enforceable against such parties in connection accordance with the transactions contemplated hereby and thereby, as may be amended from time to timetheir terms.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common SharesConvertible Notes and Warrants, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Underlying Shares issuable upon conversion, redemption or exercise of the Convertible Notes and Warrants, as applicable) have been duly authorized by the Company’s board of directors (the “Board of Directors”), and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b(i) under the 1933 Act (the “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 agenciesagencies 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been 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. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Warrants, the Security Agreement, the Security Documents, the Voting 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. The Company has the requisite real estate investment trust power and authority to enter into and perform its obligations under to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The Seller has the requisite partnership power and authority to enter into and to issue consummate the Securities in accordance with transactions contemplated by this Agreement and each of the terms hereof other Transaction Documents to which it is a party and thereofotherwise to carry out its obligations hereunder and thereunder. The Each of the Company’s and the Seller’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Common Shares, OP Units in accordance with the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrantsterms hereof) have been duly authorized by the Company’s board of directors all necessary action and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization action is required by the Seller, the Company, its board Board of directors Trustees or its stockholders shareholders in connection herewith or therewith other governing bodythan in connection with the Required Approvals (as defined below). This Agreement has been, and each of the other Transaction Documents to which it is a party have been (or upon delivery will be prior to the Closing, have been) duly executed by each of the Company and the Seller and are, or when delivered by in accordance with the Companyterms hereof and thereof will constitute, and each constitutes the legal, valid and binding obligations obligation of the CompanyCompany and the Seller, as applicable, enforceable against the Company and the Seller, as applicable, in accordance with its respective terms, except (1) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies or by other equitable principles of general application, (2) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (3) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the 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 timepublic policy.

Authorization; Enforcement; Validity. The 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 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 (includingthereby, without limitation, including the issuance of the Common SharesNotes, the issuance of the Warrants Guarantees and the reservation for issuance and issuance of Shares to be issued at the Warrant Shares issuable upon exercise of the Warrants) Closing, have been duly authorized by the Company’s board respective boards of directors and (or a committee thereof), members, managers, trustees, stockholders, other than the filing with the SEC equityholders or holders of beneficial interests, as applicable, of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part Company and each of the Registration Statement (the “Prospectus”) its Subsidiaries 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 board Subsidiaries or any of directors their respective boards of directors, members, managers, trustees, stockholders, other equityholders or its stockholders or other governing bodyholders of beneficial interests, as applicable. This Agreement has been, and the other Transaction Documents will be prior to the Closing, dated of even date herewith have been duly executed and delivered by the CompanyCompany and each of its Subsidiaries that is a party thereto, and each constitutes constitute the legal, valid and binding obligations of the CompanyCompany and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies general principles of equity. As of the Closing, the Transaction Documents dated after the date of this Agreement 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 rights to indemnification and to contribution may be limited by federal bankruptcy, insolvency, fraudulent conveyance or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) similar laws affecting creditors’ rights generally and each general principles 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 timeequity.

Authorization; Enforcement; Validity. The Company has the requisite 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Preferred Shares and the Common Shares, the reservation for issuance and the 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 Company’s board of directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except remedies. The Certificate of Designations in the form attached hereto as rights to indemnification and to contribution may Exhibit A will be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, filed with the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware prior to Closing and instruments entered into or delivered by any of will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may will not be amended from time to timeamended.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, 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 the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body and (other than the filing of a Form D with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, which it is a party have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Purchased 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 Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Purchased Shares, the Warrants, the Lock-Up Agreements (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. The Company (i) To the extent a party to such agreements, each of the Altair Parties has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Amended Note, the Warrant, the New Registration Rights Agreement and each of the other agreements entered into by the Altair Parties in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and Altair has the other Transaction Documents requisite corporate power and authority to issue the Securities in accordance with Payment Shares, the terms hereof common shares of Altair issuable upon conversion of the Note (the "Note Shares"), and thereof. The the common shares of Altair issuable upon the exercise of the Warrant (the "Warrant Shares"); (ii) the execution and delivery of this Agreement and the other Transaction Documents by each of the Company Altair Parties to the extent a party to such agreement and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the Warrants) have been duly authorized by the Company’s board Board of directors and (other than the filing with the SEC Directors of each of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) Altair Parties and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Altair Parties or their respective Boards of directors Directors or its stockholders or other governing body. This Agreement has been, and stockholders; (iii) the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by each of the Company, Altair Parties; and each constitutes (iv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Altair Parties to extent they are a party to such agreement enforceable against the Company them in accordance with its respective 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 applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this AgreementUpon issuance, the WarrantsAmended Note, the Irrevocable Transfer Agent Instructions (as defined below) Payment Shares and each the Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof arising by, through or under any Altair Party. Upon exercise of the other agreements Warrant in accordance with its terms, the Warrant Shares will be, validly issued, fully paid and instruments entered into non-assessable and free from all taxes, liens and charges with respect to the issue thereof arising by, through or delivered by under any Altair Party, and upon the exercise of conversion rights accruing under the parties hereto Note in connection accordance with their terms, the transactions contemplated hereby Note Shares will be, validly issued, fully paid and therebynon-assessable and free from all taxes, as may be amended from time liens and charges with respect to timethe issue thereof arising by, through or under any Altair Party.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants Notes and the reservation for issuance and issuance of the Warrant Conversion Shares issuable upon exercise conversion of the WarrantsNotes) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (Rights Agreement, a Form D with the “Prospectus”) 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. “Transaction Documents” means, collectively, this AgreementPrior to the Closing, the WarrantsTransaction 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Irrevocable Transfer Agent Instructions (enforcement of applicable creditors’ rights and remedies and except as defined below) rights to indemnification 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 to contribution may be amended from time to time.limited by federal or state securities law. “

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Preferred Shares issuable upon exercise of the WarrantsWarrants and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Warrant Preferred Shares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than (x) the filing with the SEC of the prospectus supplement related to the Securities required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (such base prospectus as so supplemented, the “Prospectus”) and (y) a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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. The Certificate of Designations 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 Warrants, the Certificate of Designations, 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. The Except as set forth in Schedule 3(b), the Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Documents, the Irrevocable Transfer Agent Instructions (in the form of Exhibit E annexed hereto), and each of the other agreements entered into by the Company in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the issuance of the Notes has been, and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Exchange Shares issuable upon exercise exchange of the Warrants) have been Notes and the granting of a security interest in the Collateral (as defined in the Security Documents), will be prior to Closing, duly authorized by the Company’s board 's Board of directors Directors and (other than (i) the filing of appropriate UCC financing statements with the SEC appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing of a Form D under Regulation D of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies0000 Xxx) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and each of the other Transaction Documents will be prior to the Closing, of even date herewith has been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, Preferred Shares and the 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 Company’s board of directors 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 the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) ), the filing of 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. 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 lawlaw 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 AgreementPrior to the Closing, the WarrantsTransaction 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 equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Irrevocable Transfer Agent Instructions (as defined below) and each enforcement 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.applicable creditors’ rights

Authorization; Enforcement; Validity. The Company Each of the Parent and xxx Subsidiaries has the requisite 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 Notes, the Guarantees, the Registration Rights Agreement, the Treasury Instructions (as defined in Section 5(b)), the Warrants 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 Documents") and to issue the their respective Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Parent, the Company and Vasogen, Corp. and the consummation by the Parent, the Company and Vasogen, Corp. of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes, the Warrants and the Guarantees, the reservation for issuance and the issuance of the Warrants Conversion Shares issuable upon conversion, amortization and/or redemption of the Notes and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board of directors (or similar governing body) of the Parent, the Company and (Vasogen, Corp., as applicable, and, other than (i) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, (ii) the “Prospectus”filing of a Form D with respect to the Notes, the Warrants and the Guarantees, as required under Regulation D and (iii) such filings required under applicable securities or "Blue Sky" laws of the states of the United States and any other filings as may be required by any state securities agencies) applicable Canadian Securities Laws and applicable requirements of the TSX (all of the foregoing, the "Required Approvals"), no further filing, consent consent, or authorization is required by the Company, its board the Parent, Vasogen, Corp. or any of their boards of directors or its stockholders or other governing bodyand/or shareholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, which they are a party have been duly executed and delivered by the CompanyParent, the Company and Vasogen, Corp., as applicable, and each constitutes constitute the legal, valid and binding obligations of the CompanyParent, the Company and Vasogen, Corp., as applicable, enforceable against the Parent, the Company and Vasogen, Corp., as applicable, in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as to the extent that rights to indemnification and to contribution indemnity may be limited by federal or state securities applicable law. “Transaction Documents” means, collectively, this Agreement, including the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) indemnification and each contribution provisions 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 timeRegistration Rights Agreement.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Common SharesCommitment Shares (as defined below in Section 5(e)) and subject to having sufficient authorized but unissued shares under the Company’s Certificate of Incorporation and, with respect to any issuances under Regular Purchases or Accelerated Purchases, final approval of the terms and for the prices to be approved in advance by the Pricing Committee established by the Board in connection with the authorization of this Agreement, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Purchase Shares issuable upon exercise of the Warrants) under this Agreement, have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective 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 applicable creditors’ rights and remedies and except remedies. Except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, set forth in this Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each no other approvals or consents of the other agreements Company’s Board of Directors and/or shareholders is necessary under applicable laws and instruments entered into the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the 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 Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares, the issuance of Notes and the Warrants and the reservation for issuance and issuance of the Warrant Underlying Shares issuable upon exercise of pursuant to the Warrants) ), have been duly authorized by the Company’s board of directors (the “Board of Directors”), and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b(i) under the 1933 Act (the “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 agenciesagencies 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, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing bodybody in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial 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. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Security Agreements, the Security Documents, the Stockholder Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other written 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; provided, that, the Transaction Documents shall not include the Term Sheet (as defined below).

Authorization; Enforcement; Validity. The Company has the requisite 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, 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 Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Common SharesNotes and the Warrants, the reservation for issuance and the issuance of the Warrants Conversion Shares issuable upon conversion of the Notes, the reservation for issuance and the issuance of the Interest Shares issuable pursuant to the terms of the Notes, 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 Company’s board '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 more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agenciesRights Agreement) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of 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 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (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 issuable upon exercise of the 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 Company’s board of directors and (other than the filing with the SEC of (i) one or more Registration Statements in accordance with the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part requirements of the Registration Statement Rights Agreement, (ii) a Form D, and (iii) the “Prospectus”8-K Filing (as defined below) and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. 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. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments 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.