Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) subject to the conditions herein. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementSecurities, have has been duly authorized by the Company's Board of Directors and no further filing, consent or authorization is required by for the issuance of the Securities on the part of the Company, its Board except for the filing, consent or authorization in connection with the satisfaction of Directors or its shareholdersthe conditions in Sections 5(a), (iiib) this and (c) below and any required filings regarding the issuance or listing of additional securities with The Stock Exchange of Hong Kong Limited (the “SEHK”) or the New York Stock Exchange (the “NYSE”). This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents when duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Investor Rights Agreement (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Membership Interests and the Warrants and the reservation for issuance and the issuance of the Purchase Shares Warrant Interests issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) New Indenture, the New Notes, 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 to issue the Securities New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementNew Notes, have been duly authorized by the Company's ’s Board of Directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further consent filing, consent, or authorization is required by the Company, its Board of Directors Directors, or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitutevalid, the valid and binding obligations of the Company Company, enforceable against the Company 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 liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Other Securities Purchase Agreements, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and the Other Securities Purchase Agreements (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Security Agreement, 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"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Units, the Notes, the Warrants, and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreementshares (the “Underlying Shares”) upon conversion of the Notes and exercise of the Warrants, have been duly authorized by the Company's Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in delivered pursuant to Section 6(a4.4(a) hereof) , the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Shares, the Warrant, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Acquired Shares issuable under this Agreementand Warrant, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the 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 enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Security Agreement, the Stock Pledge Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Note in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementNote, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the 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 enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Notes have been duly authorized by the Company's ’s Board of Directors and other than as set forth in Section 3(e), no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementShares, have been duly authorized by the Company's ’s Board of Directors and no approval by the Company’s stockholders is required, and other than as set forth in Section 3.5, no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders in connection herewith or therewith. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Investor Rights Agreement (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Membership Interests and the Warrants and the reservation for issuance and the issuance of the Purchase Shares Warrant Interests issuable under this Agreement, upon conversion of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Preferred Shares and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and Company, (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Shares) have been duly authorized by all necessary corporate action on the Company's Board part of Directors the Company and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitute, will constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application. Except as set forth on Schedule 3.1(c) hereto, there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company Purchaser has the requisite corporate or partnership power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. Purchaser’s execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by all necessary corporate or partnership action on the Company's Board part of Directors the Purchaser, and no further consent corporate or authorization partnership action is required by the Company, its Board of Directors Purchaser or its shareholders, governing body in connection therewith other than as set forth in Schedule 3.2(b). Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company Purchaser and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitutewill constitute the legal, the valid and binding obligations obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement; Validity. (iThe Seller(s) The and the Company has have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Documents in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Seller(s) and the Company, and the consummation by it the Seller(s) and the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized consented to by the Company's Board ’s board of Directors directors or other governing body, as applicable, and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company Seller(s) and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constituteand constitutes the legal, the valid and binding obligations of the Company Seller(s) and Company, enforceable against the Company each in accordance with their 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) below), the Registration Rights Amendment, the Notes 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, was recommended to the Company’s Board of Directors by the Special Committee and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors (other than the directors that were duly appointed by Buyer or its affiliates, each of whom abstained from participating in the consideration of the terms and conditions of the Transaction Documents in their capacities as directors,) and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (ia) The Company D-Wave has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (iib) the execution and delivery of the Transaction Documents by the Company D-Wave and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by the Company's D-Wave’s Board of Directors and no further consent or authorization is required by the CompanyD-Wave, its Board of Directors or its shareholdersstockholders (except as provided in this Agreement), (iiic) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company D-Wave and (ivd) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the CompanyD-Wave, shall constitute, the valid and binding obligations of the Company D-Wave enforceable against the Company D-Wave in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of D-Wave’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and D-Wave’s organizational documents and bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including without limitation, the issuance of the Commitment Preferred Shares and issuance of the reservation for issuance Conversion Shares issuable upon conversion of the Preferred Shares, and the issuance of the Purchase Warrants and issuance of the Warrant Shares issuable under this Agreement, upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors (the “Company Board”) and (other than any filings as may be required by applicable federal and state securities laws and other than the Stockholder Approval), no further filing, consent or authorization is required by the Company, its the Company Board of Directors or its shareholders, (iii) this the Company’s stockholders. This Agreement has been, and each the other Transaction Document shall Documents to be delivered on or prior to the Commencement DateInitial Closing and the Closing, as the case may be, will be at or prior to the Initial Closing or the Closing, as the case may be, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its such execution on behalf of will constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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 creditors' rights and remediesBankruptcy Exceptions.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Series A Stock and the Warrants, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Series A Stock 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 no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementSecurities, have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this except for post-closing filings relating to the Securities, or notifications required to be made under federal or state securities laws. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of shall constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Notes, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Notes have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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 liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board ’s board of Directors directors and (other than the Nasdaq Capital Market authorization of the additional listing of the shares of Common Stock issuable under this Agreement, and any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)), no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body of the Company. This Agreement has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitutes the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined delivered pursuant to Section 4.4(f) hereof, the Escrow Agreement, the documents identified in Section 6(a) 1.4 hereof) , and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Notes and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementAcquired Notes, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the 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 enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Warrants and each of the other agreements entered into by the parties on the Closing Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents")Agreement, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Fee Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Common Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its 's Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement,, the Registration Rights Agreement (as defined in Section 6(a) hereof) Notes 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, was recommended to the Company’s Board of Directors by the Special Committee and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors (other than the directors that were duly appointed by Buyer or its affiliates, each of whom abstained from participating in the consideration of the terms and conditions of the Transaction Documents in their capacities as directors,) and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in delivered pursuant to Section 6(a4.4(a) hereof) , and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Shares and Conversion Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementAcquired Shares, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the 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 enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 Note in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Note) have been duly authorized by the Company's Board ’s board of Directors directors, and (other than the filing of a Form D under Regulation D of the 1933 Act and the 8-K Filing) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents to which it is a party have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Note, 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof5) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementCommon Shares, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements to be entered into by the parties hereto in connection with on the transactions contemplated by Commencement Date and attached hereto as exhibits to this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (iThe Seller(s) The Company has and the Corporation have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Documents in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Seller(s) and the Corporation, and the consummation by it the Seller(s) and the Corporation of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized consented to by the Company's Board Corporation’s board of Directors directors or other governing body, as applicable, and no further filing, consent or authorization is required by the CompanyCorporation, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company Seller(s) and (iv) this Agreement constitutesthe Corporation, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Seller(s) and Corporation, enforceable against the Company each in accordance with their 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Common Shares and Warrant and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements to be entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Note, the Warrant, the Registration Rights Agreement Agreement, its obligations pursuant to the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) Article 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 to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, limitation the issuance of the Commitment Shares Note and the Warrant, and the reservation for issuance and the issuance of the Purchase Exchange Shares and the Warrant Shares issuable under this Agreementupon exchange or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company; and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and the Certificate of Designations 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Conversion Shares and Warrant Shares issuable under this Agreementupon conversion or exercise thereof, respectively, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Nevada and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementOrdinary Shares), have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their 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 remediesremedies 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 Ordinary Shares, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with 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, the Registration New Investor Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Security Agreement, the Stock Pledge Agreement, the Debenture, and the Warrants, and each of the other agreements or instruments 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, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementDebenture and the Warrants, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the 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 enforcement of applicable creditors' ’ rights and remedies, (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration, or (iii) as may be subject to the provisions of Section 7.15(a) hereof.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Additional Investment Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Additional Investment Rights and the reservation for issuance and the issuance of the Purchase Additional Investment Right Shares issuable under this Agreement, upon exercise thereof have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 Common Shares in accordance with the terms hereof and thereof, (ii) . 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 it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Common Shares) 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 requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors Company or its shareholders, (iii) this board of directors or its shareholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesor its agent, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their 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.remedies and except as rights to indemnification and to contribution may be limited by federal or state

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the Additional Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except as set forth in this Agreement, and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The Company’s execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitutewill constitute the legal, the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Note, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) Article V), and each of the other agreements entered into by the parties hereto Company in connection with the transactions contemplated by this Agreement (collectivelycollectively with the Security Agreement, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, of the Transaction Documents to which it is a party; (ii) the execution and delivery of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebyby the Transaction Documents to which the Company is a party, including including, without limitation, the issuance of the Commitment Shares Note and each of the Warrants, and the reservation for issuance of the Exchange Shares and the issuance of the Purchase Warrant Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; (iii) this Agreement has been, and each other the Transaction Document shall be on Documents to which the Commencement Date, Company is a party have been duly executed and delivered by the Company Company; and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of Documents to which the Company, shall constitute, Company is a party constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties on the Closing Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents"), and and, subject to stockholder approval of the Reverse Split, to issue the Acquired Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Purchased Shares issuable under this AgreementAgreement and the shares of Common Stock issuable upon exercise of the Ancillary Warrant, have been duly authorized by the Company's Board of Directors subject to and no further consent or authorization is required by effective upon stockholder approval of the Company, its Board of Directors or its shareholders, Reverse Split (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), the Convertible Notes, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Convertible Notes by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares Convertible Notes and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents this Agreement by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have has been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing with the SEC of (A) one or more Registration Statements and (B) the 8-K Filing (as defined below), (E) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each other Transaction Document shall will be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf constitutes the legal, valid and binding obligation of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company Subscriber has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Documents in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company Subscriber and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board Subscriber’s board of Directors directors and no further consent or authorization is required by the CompanySubscriber, its Board board of Directors directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Effective Date, duly executed and delivered by the Company Subscriber and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the CompanySubscriber, shall constitute, the valid and binding obligations of the Company Subscriber enforceable against the Company Subscriber in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. No other approvals or consents of the Subscriber’s board of directors, any authorized committee thereof, and/or shareholders is necessary under applicable laws and the Subscriber’s Articles of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and Warrants, the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of shall constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium, liquidation or moratorium and similar laws relating to, or affecting creditors’ rights and remedies generally, the and to general principles of equity, including principles of materiality, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement of creditors' is sought in a proceeding at law or in equity) and except that rights to indemnification and remediescontribution thereunder may be limited by federal or state securities laws or public policy relating thereto.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of each of the Transaction Documents by to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Shares) have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitutewill constitute the legal, the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except EXECUTION VERSION as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application. Except as disclosed in the Registration Statement, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in delivered pursuant to Section 6(a4.4(b) hereof) , the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Shares, the Warrant, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Acquired Shares issuable under this Agreementand Warrant, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the 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 enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Guaranty 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 to which the Company is a party (such documents, and together with the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Subordination Agreement (as defined in Section 7(l) below), and each of the other agreements to be entered into 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, (ii) the . The execution and delivery of the Transaction Documents by to which the Company is a party and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on Documents to which the Commencement Date, Company is a party have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into execute and perform its obligations under deliver this this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Agreement, if any (collectively, the "“Transaction Documents"), ”) and to issue perform its obligations thereunder; and all action required to be taken for the Securities in accordance with the terms hereof due and thereofproper authorization, (ii) the execution and delivery by it of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this validly taken. This Agreement has beenbeen duly authorized, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf constitutes the legal, valid and binding obligation of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Notes, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors and (other than the filing of a Form D with the SEC and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company NeuBase has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the that certain Registration Rights Agreement Agreement, by and among the parties hereto, dated on or about the date hereof (as defined in Section 6(a) hereof) may be amended, amended and restated, or supplemented from time to time), and each of the other agreements entered into by the parties hereto NeuBase in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company NeuBase and the consummation by it NeuBase of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementCommon Shares, have been duly authorized by the Company's NeuBase’s Board of Directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), no further filing, consent or authorization is required by the CompanyNeuBase, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesNeuBase, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company NeuBase, enforceable against the Company NeuBase 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the execution and filing of the Articles of Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other stockholders. The Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Company. The Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Articles of Amendment, which shall have been filed prior to the Initial Closing with the Virginia State Corporation Commission, shall thereafter be in full force and effect, enforceable against the Company in accordance with their terms and shall not have been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(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")”) and under any applicable laws, including without limitation, the rules and regulations of the Principal Market (as defined below) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Notes and exercise of the Warrants have been duly authorized by the Company's ’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 consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement DateDocuments will be, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Preferred Shares, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Preferred Shares, have been duly authorized by the Company's ’s Board of Directors and no approval by the Company’s stockholders is required, and other than as set forth in Section 3.5, no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders in connection herewith or therewith. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Note, the Investor Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Warrant, 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Common Shares, the Note and the Warrant, the reservation for issuance and the issuance of 100% of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this except for post-closing securities filings or notifications required to be made under federal, state or provincial securities laws. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of shall constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a5) hereof) and 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"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares Common Stock and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement other Transaction Documents (as defined in Section 6(abelow) hereof) 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 to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Shares) have been duly authorized by the Company's Board ’s board of Directors and directors, and, except for the Court Order, no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be on prior to the Commencement Dateconsummation of the transactions contemplated hereby, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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. “Transaction Documents” means, collectively, this 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementUnits), have been duly authorized by the Company's Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their 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 remediesremedies 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, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with 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, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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 DocumentsTRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Purchase Shares issuable under this Conversion Shares, the reservation for issuance and issuance of Warrant Shares, and the granting of a security interest in the Collateral (as defined in the Security Agreement, ) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing of a Form D under Regulation D of the 1933 Act and (iii) applicable state blue sky laws) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Common Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, 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 requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their 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 creditors' rights and remedies.enforcement

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Notes, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Purchase Common Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Other Securities Purchase Agreements, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and the Other Securities Purchase Agreements (collectively, the "Transaction Documents"), ) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar and other laws relating to, or of general application affecting generally, the enforcement of creditors' rights generally and (ii) equitable principles relating to the availability of specific performance, injunctive relief and other equitable remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Standstill Agreement (as defined in Section 6(a) hereof5(vi)) and each of the other agreements entered into by the parties hereto Company in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementCommon Shares, have been duly authorized by the Company's ’s Board of Directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), no further filing, consent or authorization is required by the Company, its Board Boards of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. Except as contemplated herein: (i) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) September 2008 Warrants, and the Amendments, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Transaction (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and September 2008 Warrants, the reservation for issuance and the issuance of the Purchase September 2008 Warrant Shares issuable under this Agreement, upon conversion of the September 2008 Warrants have been duly authorized by the Company's ’s Board of Directors and and, except as set forth in Section 5(c), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; and (iii) this Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Amended Certificate by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares Series F Preferred Stock and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and Company, (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Amended Certificate has been filed with the Secretary of State of the State of New York and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Note, the Warrant 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Units and the Note and the Warrant comprising the Units, the reservation for issuance and the issuance of the Purchase Note Shares and the Warrant Shares issuable under this Agreementupon conversion of the Note or exercise of the Warrant, as the case may be, have been duly authorized by the Company's Board of Directors and other than as set forth in Section 3(e), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Warrants, the Transfer Agent Instructions 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 to issue the Securities in accordance with the terms hereof and thereof, subject to the approval of the American Stock Exchange (iithe “Principal Market”) to permit the Securities to be issued in compliance with applicable rules of the Principal Market. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) subject to the conditions herein. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementSecurities, have has been duly authorized by the Company's Board of Directors and no further filing, consent or authorization is required by for the issuance of the Securities on the part of the Company, its Board except for the filing, consent or authorization in connection with the satisfaction of Directors or its shareholdersthe conditions in Sections 5(a), (iiib) this and (c) below and any required filings regarding the issuance or listing of additional securities with The Stock Exchange of Hong Kong Limited (the “SEHK”) or the New York Stock Exchange (the “NYSE”). This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents when duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.. ­ 7 ­

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement June Warrants (collectively, the "“Transaction Documents"), ”) and to issue the Securities Exercised Warrant Shares and the shares of Common Stock issuable upon the exercise of such June Warrants (the “June Warrant Shares”) in accordance with the terms hereof of the January Warrants and thereofthe June Warrants, (ii) the as applicable, and hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Exercised Warrant Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementJune Warrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement stockholders. Each of the Transaction Documents has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 Units in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company Company, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares shares of Common Stock issuable under this Agreement, upon exercise of the Warrants (the “Warrant Shares”)) have been duly authorized by the Company's Board ’s board of Directors directors, and (other than (i) any filings as may be required by any state securities agencies, (ii) a Listing of Additional Shares Notification with the Principal Market (as defined below) and (iii) the Registration Statement (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this Agreement has been, and each their stockholders or other governing body. The Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their 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 creditors' rights and remedies.such

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Put Option Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant and the Common Shares issuable pursuant to the Put Option Agreement have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with Definitive Documents, to consummate the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), hereby and thereby and to issue the Securities Purchased Common Stock in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Agreement and the other Definitive Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by the Company's Board , and such authorization has not been, and as of Directors and the Closing will not have been, subsequently rescinded or modified in any way, and, no further filing, consent or authorization is or will be required to be made by or on behalf of the Company, its Board Subsidiaries and their respective boards of Directors directors, stockholders or its shareholders, (iii) this other governing bodies in connection with the transactions contemplated by the Definitive Documents. The Agreement has been, and each the other Transaction Document shall be on Definitive Documents to which the Commencement DateCompany is a party will be, prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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 remediesremedies and except as rights to indemnification and to contribution may be limited by applicable federal or state securities Law (the “General Enforceability Exceptions”).

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Dateat its respective Commencement, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon shall constitute as of its execution on behalf of the Company, shall constituterespective Commencement, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Shares) have been duly authorized by all necessary corporate action on the Company's Board part of Directors the Company and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitute, will constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application. Except as set forth on Schedule 3.1(c) hereto, there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement September Warrants (collectively, the "“Transaction Documents"), ”) and to issue the Securities shares of Common Stock issuable upon the exercise of such September Warrants (the “September Warrant Shares”) in accordance with the terms hereof and thereof, (ii) of the September Warrants. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementSeptember Warrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement stockholders. Each of the Transaction Documents has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its 's Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) to which it is a party and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents to which it is a party by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementCommon Shares, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf constitutes a legal, valid and binding obligation of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power power, capacity and authority to enter into into, deliver and perform its obligations under this Agreement, the Registration Rights Agreement Warrants, the Transfer Agent Instructions (as defined in Section 6(a) hereof5) 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Common Stock, the issuance of the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, shareholders (iii) this Agreement has been, and each other except to the extent that approval of the Transaction Document shall Documents may be on required pursuant to the Commencement Date, rules of the TSX). The Transaction Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Company. The Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies; and (ii) to the extent that rights to indemnity and contribution may be limited by United States federal and state or Canadian Securities Laws or the public policy underling such laws.

Authorization; Enforcement; Validity. (i) The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), 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"), and to issue the Securities in accordance with the terms hereof and --------- thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares Notes and the Warrants and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Notes and of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Debenture, the Warrant, the Registration Rights Agreement Agreement, its obligations pursuant to the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) Article 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 to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, limitation the issuance of the Commitment Shares Debenture and the Warrant, and the reservation for issuance and the issuance of the Purchase Conversion Shares and the Warrant Shares issuable under this Agreementupon conversion or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company; and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Statement of Designation (as defined in Section 6(a) hereof) 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 to issue the Securities when filed in accordance with the terms hereof of this Agreement) and thereofthe Registration Rights Agreement, as set forth as Exhibit B hereto (ii) together with the Agreement, the “Transaction Documents”). The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by the Company's ’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, shareholders (iii) except for the filing of the Statement of Designation in accordance with the terms of this Agreement). This Agreement has been, and each when the other Transaction Document shall be on the Commencement Date, duly Documents to which Company is a party are executed and delivered by in accordance with the Company terms and (iv) this Agreement constitutesconditions contemplated hereby and thereby, and each other Transaction Document upon its execution on behalf of the Companyconstitute legal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 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 DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Securities) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be on the Commencement DateDocuments to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and constitutes (ivor, when duly executed and delivered, will be) this Agreement constitutesthe legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 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 to issue the Securities Offered Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementOffered Shares, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and Company, (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 to issue the Securities Conversion Stock in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Conversion Stock have been duly authorized by the Company's ’s Board of Directors and and, except as set forth in Section 3(f), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; and (iii) this Agreement has been, and each the other Transaction Document shall be on Documents of even date herewith or as of the Commencement Date, Closing Date (as defined below) have been (or upon delivery will have been) duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into this Agreement and perform the other Transaction Agreements and to consummate the Transactions and otherwise to carry out its obligations under hereunder and thereunder. The Seller has the requisite partnership power and authority to enter into and to consummate the Transactions and otherwise to carry out its obligations. Each of the Company’s and the Seller’s execution and delivery of this AgreementAgreement and the other Transaction Agreements, and the consummation by each of them of the Transactions (including, but not limited to, the Registration Rights Agreement (as defined in Section 6(a) hereof) sale and each delivery of the other agreements entered into by Purchased Units and the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Additional OP Units in accordance with the terms hereof and thereof, (iithe Class A Unit Agreement) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors all necessary action and no further consent or authorization action is required by the Seller, the Company, its the Board of Directors, its Disinterested Directors or its shareholders, (iii) this shareholders in connection herewith other than in connection with the Required Approvals. This Agreement has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by each of the Company and (iv) this Agreement constitutesthe Seller and, and each other Transaction Document upon its execution on behalf of when delivered in accordance with the Companyterms hereof, shall constitutewill constitute the legal, the valid and binding obligations obligation of the Company and the Seller, as applicable, enforceable against the Company and the Seller, as applicable, in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, for the enforcement of creditors' rights and remediesEnforceability Exceptions.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) below), the Registration Rights Agreement, the Notes, the Security Documents 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 to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Note and the granting of the Mortgages, the Guarantees and the security interest in the Real Property Collateral (as defined in the Notes) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Promissory Notes, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5) 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 to issue the Securities in accordance with the terms hereof and thereofto redeem and exchange, (ii) as may be the case, the Series B Preferred Shares pursuant to this Agreement. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitationlimitation the redemption or exchange, as the issuance case may be, of the Commitment Shares and the reservation for issuance Series B Preferred Shares, and the issuance of the Purchase Common Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other stockholders. The Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Company. The Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.