Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the New Notes, have been duly authorized by the Company’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 filing, consent, or authorization is required by the Company, its Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureSecurity Agreement, the New 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Units, the Notes, the Warrants, and the reservation for issuance and the issuance of the shares (the “Underlying Shares”) 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 any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement delivered pursuant to Section 4.4(a) hereof, the New NotesWarrant, 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 New NotesAcquired Shares, the Warrant, the Conversion Shares and to consummate the exchange of the Convertible Notes for the New Notes, Warrant Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, and the issuance of the New NotesAcquired Shares and Warrant, have been duly authorized by the Company’s Board board of Directors directors of the Company (the “Board”), and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, valid and binding obligations of the Company, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureNotes, the New NotesRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes have been duly authorized by the Company’s Board of Directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) as set forth in Section 3(e), no further filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureInvestor Rights Agreement, the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Membership Interests and the Warrants and the reservation for issuance and the issuance of the Warrant Interests issuable upon conversion of the Warrant have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, 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 New IndentureRegistration Rights Agreement, the New Notes, Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesCommon Shares, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesShares, have been duly authorized by the Company’s Board of Directors and (no approval by the Company’s stockholders is required, and other than any securities registration exemption filing that may be required under United States federal or state securities laws) as set forth in Section 3.5, no further filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholdersstockholders in connection herewith or therewith. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Conversion Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents Agreement by the Company and the consummation by the Company of the transactions contemplated therebyhereby, including, without limitation, the issuance of the New NotesConversion Shares and the payment of Conversion Consideration, accrued interest, if any, have been duly authorized by the Company’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 filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders, except for the filing of the 8-K Filing contemplated by Section 4(c) hereunder. This Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its 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, and except that rights to indemnification and contribution hereunder 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 New Indenture, the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the New NotesCommitment 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 and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been 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, and constitute shall constitute, the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”), ") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesPreferred Shares, and the reservation for issuance and the issuance of the shares issuable upon conversion of the Preferred Shares have been duly authorized by the Company’s 's Board of Directors Directors, and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, or authorization is required by the Company, its 's Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Note) have been duly authorized by the Company’s Board board of Directors directors, and (other than any securities registration exemption the filing that may be required of a Form D under United States federal or state securities lawsRegulation D of the 1933 Act and the 8-K Filing) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New NotesRegistration Rights Agreement delivered pursuant to Section 4.4(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 New Notes, Acquired Shares and to consummate the exchange of the Convertible Notes for the New Notes, Conversion Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, and the issuance of the New NotesAcquired Shares, have been duly authorized by the Company’s Board board of Directors directors of the Company (the “Board”), and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, valid and binding obligations of the Company, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New NotesOrdinary Shares), have been duly authorized by the Company’s Board board of Directors directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersshareholders or other governmental body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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 New IndentureRegistration Rights Agreement, the New NotesTransfer Agent Instructions (as defined in Section 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 Documents”"TRANSACTION DOCUMENTS"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesCommon Shares and Warrant and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureNotes, the New Notes, Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, and the reservation for issuance and the issuance of the Conversion Shares have been duly authorized by the Company’s Board of Directors and (other than any securities registration exemption the filing that of a Form D with the SEC and other filings as may be required under United States federal or by state securities lawsagencies) no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, including, without limitation, hereby and thereby (including the issuance of the New NotesPreferred Shares and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, and the issuance of the Warrants and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s Board board of Directors directors (the “Company Board”) and (other than any securities registration exemption filing that filings as may be required under United States by applicable federal or and state securities laws) laws and other than the Stockholder Approval), no further filing, consent, consent or authorization is required by the Company, its the Company Board of Directors, or its the Company’s stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the Initial 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 upon such execution will constitute the legal, valid, 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 remediesBankruptcy Exceptions.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureIrrevocable Transfer Agent Instructions (as defined in Section 5(b)), the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors Directors, and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, or authorization is required by the Company, its ’s Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureNotes, the New NotesRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), "TRANSACTION DOCUMENTS") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesNotes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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 New IndentureRegistration Rights Agreement, the New NotesTransfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesCommon Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the New Notes, hereby have been duly authorized by the Company’s Board 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 securities registration exemption filing that other filings as may be required under United States federal or by any state securities laws) agencies (collectively, the “Required Approvals”)), no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersstockholders or other governing body of the Company. This Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute constitutes the legal, valid, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New NotesRegistration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”), ") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesSecurities, have been duly authorized by the Company’s 's Board of Directors and (other than any securities registration exemption filings, including the filing that may be required under United States federal with the SEC of one or state securities lawsmore Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement delivered pursuant to Section 4.4(b) hereof, the New NotesWarrant, 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 New NotesAcquired Shares, the Warrant, the Conversion Shares and to consummate the exchange of the Convertible Notes for the New Notes, Warrant Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, and the issuance of the New NotesAcquired Shares and Warrant, have been duly authorized by the Company’s Board board of Directors directors of the Company (the “Board”), and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, valid and binding obligations of the Company, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement delivered pursuant to Section 4.4(f) hereof, the New NotesEscrow Agreement, the documents identified in Section 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 New Notes, Acquired Notes and to consummate the exchange of the Convertible Notes for the New Notes, Conversion Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, and the issuance of the New Acquired Notes, have been duly authorized by the Company’s Board board of Directors directors of the Company (the “Board”), and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, valid and binding obligations of the Company, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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 New Notes, and to consummate the exchange each of the Convertible Notes for the New Notes, in accordance with the terms hereof Transaction Documents to which it is a party and thereofotherwise to carry out its obligations hereunder and 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 the Company it of the transactions contemplated thereby, including, without limitation, the issuance of the New Notes, hereby have been duly authorized by all necessary corporate action on the part of the Company’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 filing, consent, or authorization corporate action is required by the Company, its Board of DirectorsDirectors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or its stockholders. This Agreement and when delivered in accordance with the other Transaction Documents of even date herewith have been duly executed and delivered by the Companyterms hereof, and will constitute the legal, valid, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”), ") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureNotes, the New NotesSecurity Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes have been duly authorized by the Company’s Board of Directors Directors, and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, or authorization is required by the Company, its ’s Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Common Shares) 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 securities registration exemption filing that other filings as may be required under United States federal or by any state securities lawsagencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors, Company or its stockholdersboard of directors or its shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the CompanyCompany or its agent, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the New Indenture, the New NotesWarrants, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesSecurities, have been duly authorized by the Company’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 filing, consent, or authorization is required by the Company, its Board of DirectorsDirectors or its shareholders, except for post-closing filings relating to the Securities, or its stockholdersnotifications required to be made under federal or state securities laws. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and shall constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureInvestor Rights Agreement, the New NotesSecurity 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, and the issuance of the New NotesDebenture and the Warrants, have been duly authorized by the Company’s Board board of Directors directors of the Company (the “Board”), and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, valid and binding obligations of the Company, 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, 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 New IndentureRegistration Rights Agreement, the New NotesTransfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesCommon Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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”), Document to which it is a party and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesSecurities, have has been duly authorized by the Company’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 filing, consent, consent or authorization (including any shareholder approval) is required by the CompanyBoard or otherwise, its Board except for any required filing regarding the issuance of Directorsadditional securities with NYSE, Hong Kong Stock Exchange or its stockholdersSingapore Exchange. This Agreement and has been and, at or prior to the Closing, each other Transaction Documents of even date herewith have been Document to be delivered at the Closing will be, duly executed and delivered by the Company. This Agreement constitutes and, upon the execution and delivery thereof by the Company, each other Transaction Document to which it is a party will constitute the legal, valid, 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, 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 New Indenture, the New Notes, Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents and the Amended Certificate by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesSeries E Preferred Stock and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New NotesConvertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Company’s Board board of Directors directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) subject to Section 2(k)-(l), no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersshareholders or other governmental body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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 Registration Rights Agreement and the Convertible Debentures, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New NotesPreferred Shares, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares) have been duly authorized by the Company’s Board board of Directors directors and (other than the filing with the SEC and any securities registration exemption filing that other filings as may be required under United States federal or by any state securities lawsagencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.applicable

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndenturePromissory Notes, the New Notes, Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereofto redeem and exchange, 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 the Company it of the transactions contemplated hereby and thereby, includingincluding without limitation the redemption or exchange, without limitationas the case may be, of the Series B Preferred Shares, and the issuance of the New Notes, Common Shares 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), the Closing Escrow Agreement, the Make Good Escrow Agreement, the Lock-Up 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company Issuer has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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”), Operative Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement and the Transaction other Operative Documents by the Company Issuer and the consummation by the Company Issuer of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, the reservation for issuance, and the issuance of the Conversion Stock issuable upon conversion of any Notes, have been duly authorized by the CompanyIssuer’s Board board of Directors directors or a duly authorized committee thereof (the “Board”) and (other than any securities registration exemption filing that such filings as may be required under United States federal or state securities laws) by and with the NYSE MKT LLC with respect to the transactions contemplated hereby), no further filing, consent, consent or authorization is required by the CompanyIssuer, its Board of DirectorsBoard, or its stockholdersshareholders is required. This Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the CompanyIssuer and is, and constitute upon execution and delivery of the other Operative Documents by the Issuer, each of the Operative Documents will be, the legal, valid, valid and binding obligations of the CompanyIssuer, enforceable against the Company Issuer 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 remediesremedies generally.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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”), Document to which it is a party and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesSecurities, have has been duly authorized by the Company’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 filing, consent, consent or authorization (including ​ any shareholder approval) is required by the CompanyBoard or otherwise, its Board except for any required filing regarding the issuance of Directorsadditional securities with NYSE, Hong Kong Stock Exchange or its stockholdersSingapore Exchange. This Agreement and has been and, at or prior to the Closing, each other Transaction Documents of even date herewith have been Document to be delivered at the Closing will be, duly executed and delivered by the Company. This Agreement constitutes and, upon the execution and delivery thereof by the Company, each other Transaction Document to which it is a party will constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), 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”"TRANSACTION DOCUMENTS"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesNotes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureNotes, the New NotesRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), "TRANSACTION DOCUMENTS") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the 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 filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Exchange Shares and the reservation for issuance and issuance of shares of Common Stock upon conversion of the Exchange Shares) have been (i) duly authorized by the Company’s Board board of Directors directors and (other than any securities registration exemption filing that may be required under United States federal or state securities lawsii) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersstockholders or other governing body of the Company (other than the filing of one or more Piggyback Registration Statements and a Form D with the SEC and any other filings as may be required by any state securities agencies). This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into executed by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Notes and the reservation for issuance and the issuance of the Note Shares issuable upon conversion of ay one or more of the 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) as set forth in Section 3(e), no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, Company and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New NotesBridge Note, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Bridge Note in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesBridge Note, have been duly authorized by the Company’s Board board of Directors directors of the Company (the “Board”), and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, valid and binding obligations of the Company, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities (as defined below) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New NotesBackstop Shares, the Backstop Conversion Shares, the Backstop Warrants and the reservation for issuance and issuance of the Backstop Warrant Shares issuable upon exercise of the Backstop Warrants) have been duly authorized by the Company’s Board board of Directors and (directors or other than any securities registration exemption filing that may be required under United States federal or state securities laws) governing body and, no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the Closing will be prior to Closing, duly executed and delivered by the Company, and upon such execution will constitute the a legal, valid, valid and binding obligations obligation 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the New Indenture, the New NotesWarrants, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesWarrants, have been duly authorized by the Company’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 filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholdersshareholders, except for post-closing Securities filings or notifications required to be made under federal or state securities laws. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and shall constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Buyer Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Buyer Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Buyer Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Notes and the reservation for issuance and issuance of the Securities issuable pursuant to the Notes and the Warrants) have been duly authorized by the Company’s Board board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form 8-K, a Form D with the SEC and any securities registration exemption filing that other filings as may be required under United States federal or state securities laws) no further filing, consent, or authorization is required by the Company, its Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such 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.any

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, have been duly authorized by the Company’s Board board of Directors directors of the Company (the “Board”), and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors, or its stockholders. All actions by the Board, the Company and its stockholders necessary for the valid issuance of all shares upon conversion of the Debenture (the “Debenture Shares”) and all shares upon the exercise of the Warrants (the “Warrant Shares”) pursuant to the terms of the Debentures and the Warrants, respectively, has been taken. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, valid and binding obligations of the Company, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New Notes, Confidentiality Agreement 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, and in the case of the Company, to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Purchased Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesPurchased Shares, have been duly authorized by the Company’s board of directors (the “Board of Directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no Directors”). No further filing, corporate consent, or authorization is required by the Company, its the Board of Directors, Directors or its stockholdersthe Company’s stockholders in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of the Company’s obligations hereunder and thereunder. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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 New Notes, and to consummate the exchange each of the Convertible Notes for the New Notes, in accordance with the terms hereof Transaction Documents to which it is a party and thereofotherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by the Company it of the transactions contemplated thereby, hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the New Notes, Shares) have been duly authorized by all necessary corporate action on the Company’s Board part of Directors the Company and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, or authorization corporate action is required by the Company, its Board of DirectorsDirectors or its shareholders. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or its stockholders. This Agreement and when delivered in accordance with the other Transaction Documents of even date herewith have been duly executed and delivered by the Companyterms hereof, and will constitute the legal, valid, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its 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, generally the enforcement of applicable of, creditors’ rights and remediesremedies or by other equitable principles of general application, except that no representation is being made as to any indemnification provision contained in any Transaction Document. There are no shareholders agreements, voting agreements, or other similar arrangements with respect to the Company’s capital securities 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) to which it is a party and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon Shares, have been duly authorized by the Company’s Board of Directors and (other than any securities registration exemption the filing that 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 under United States federal or by state securities lawsagencies) no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, and constitute the constitutes a legal, valid, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the 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 Registration Rights Agreement (collectively, the “Transaction Documents”), and to issue the New Notes, ) and to consummate the exchange of transactions contemplated hereby and thereby and to reserve for issuance and issue the Convertible Notes for the New Notes, Purchased Shares in accordance with the terms hereof and thereofof the Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Purchased Shares have been duly authorized by the Company’s Board of Directors (the “Board”) and (other than any securities registration exemption the filing that with the SEC of a Form D and one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and other filings as may be required under United States federal or by state securities lawsagencies) no further filing, consent, or further authorization is required by the Company, its the Board of Directors, or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been (or will be, upon execution) duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.affecting

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesTransfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"TRANSACTION DOCUMENTS"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), "TRANSACTION DOCUMENTS") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties Company hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), and to issue the New Notes, and to consummate the exchange shares of the Convertible Notes for the New Notes, Common Stock in accordance with the terms hereof and thereofhereof. The execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notesshares of the Common Stock, have been duly authorized by the Company’s Board board of Directors directors and (other than any securities registration exemption the filing that may be required of a Form D under United States federal or Regulation D of the Securities Act and applicable state securities laws) law, no further filing, consent, or authorization is required by the Company, its Board board of Directors, directors or its stockholders. This Agreement and to which the other Transaction Documents of even date herewith Company and/or any Subsidiary is a party have been duly executed and delivered by the CompanyCompany and/or such Subsidiary, as applicable, and constitute the legal, valid, valid and binding obligations of the CompanyCompany and/or such Subsidiary, as applicable, enforceable against the Company and/or such Subsidiary, as applicable, 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 other 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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”), Document and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Shares have been duly authorized by the Company’s Board of Directors (the “Board”) and (other than any securities the filing with the Securities and Exchange Commission (the “SEC”) of one or more registration exemption filing that may be required under United States federal or state securities lawsstatements in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its the Board of Directors, or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, 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 New IndentureRegistration Rights Agreement, the New Notes, Transfer Agent Instructions (as defined in Section 5) 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesCommon Stock and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, Company and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New NotesConvertible Notes and Warrants, the reservation for issuance and issuance of the Underlying Shares issuable upon conversion of the Convertible Notes and Warrants, as applicable) have been duly authorized by the Company’s Board board of Directors directors, and (other than (i) the filing with the SEC of the Prospectus Supplement in accordance with the requirements of this Agreement, (ii) any securities registration exemption filing that filings as may be required under United States federal or by any state securities lawsagencies and (iii) a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”)) no further filing, consent, or authorization is required by the Company, its Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such 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.consent or

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Purchased Common Stock in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Agreement and the other Definitive Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the New Notes, hereby and thereby have been duly authorized by the Company’s Board , and such authorization has not been, and as of Directors and (other than the Closing will not have been, subsequently rescinded or modified in any securities registration exemption filing that may be required under United States federal or state securities laws) way, and, no further filing, consent, 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 Directorsdirectors, stockholders or its stockholdersother governing bodies in connection with the transactions contemplated by the Definitive Documents. This The Agreement has been, and the other Transaction Definitive Documents of even date herewith have been to which the Company is a party will be, prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the 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 Note (collectively, the “Transaction Documents”), ) and to issue the New Notes, Notes and to consummate the exchange of the Convertible Notes for the New Notes, Conversion Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, including the issuance of the New NotesConversion Shares, have been duly authorized by the Company’s Board of Directors and (other than any securities registration exemption (i) the filing that may be of a Form D with respect to the issuance of the Notes as required under Regulation D and (ii) such filings required under applicable securities or “Blue Sky” laws of the states of the United States federal or state securities laws(all of the foregoing, the “Required Approvals”)) no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholdersshareholders in connection therewith. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, Company and constitute constitutes the legal, valid, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its 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 New IndentureRegistration Rights Agreement, the New NotesTransfer Agent Instructions (as defined in Article V), the Articles of Amendment 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesPreferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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, and (v) the Articles of Amendment has been filed with the Secretary of State of the State of Colorado and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureIrrevocable Transfer Agent Instructions (as defined in Section 5(b)), the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the New Notes, have been duly authorized by the Company’s Board of Directors and (other than any securities registration exemption the filing that may be required under United States federal or state securities lawswith the SEC of a Form D) no further filing, consent, or authorization is required by the Company, its Board of Directors, or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the 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 Ancillary Documents”), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, and each of the Transaction Documents Ancillary Documents, by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance and sale of the New Notes, have been duly authorized by Preference Shares (and the Company’s Board of Directors and (other than any securities registration exemption filing that Ordinary Shares into which such Preference Shares may be required under United States federal or state securities lawsconverted) no further filing, consent, or authorization is required by the Company, its Board has been duly authorized and approved by all necessary corporate action on the part of Directorsthe Company and no further consent or authorization of the Company, or its stockholdersas the case may be, is required. This Agreement has been, and each of the other Transaction Ancillary Documents of even date herewith have been will be at or prior to the Closing, duly executed and delivered by the CompanyCompany and constitutes, or shall constitute when executed and constitute delivered, the legal, valid, valid and binding obligations of the Company, enforceable against the Company it 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, and except as rights to indemnification and contribution under the Shareholders Agreement may be limited under applicable law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureIrrevocable Transfer Agent Instructions (as defined in Section 5(b)), the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon Shares, the Warrants, the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s 's Board of Directors Directors, and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, or authorization is required by the Company, its 's Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureSecurity Agreement, the New 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Units, the Notes, the Warrants, and the reservation for issuance and the issuance of the Underlying Shares, have been duly authorized by the Company’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 filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholdersstockholders for the valid issuance of the Conversion Shares. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New Notes, Standstill Agreement (as defined in Section 5(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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon Shares, have been duly authorized by the Company’s Board of Directors and (other than the filing of a Form D with the SEC and any securities registration exemption filing that other filings as may be required under United States federal or by any state securities laws) agencies), no further filing, consent, consent or authorization is required by the Company, its Board Boards of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”), ") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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”), Document to which it is a party and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesSecurities, have has been duly authorized by the Company’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 filing, consent, consent or authorization (including any shareholder approval) is required by the CompanyBoard or otherwise, its Board except for any required filing regarding the issuance of Directorsadditional securities with NYSE, Hong Kong Stock Exchange or its stockholdersSingapore Exchange. This Agreement and has been and, at or prior to the Closing, each other Transaction Documents of even date herewith have been Document to be delivered at the Closing will be, duly executed and delivered by ​ ​ the Company. This Agreement constitutes and, upon the execution and delivery thereof by the Company, and each other Transaction Document to which it is a party will constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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”), Exchange Documents to which it is a party and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Holder Exchanged Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Exchange Documents to which it is a party, and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Holder Exchanged Shares) 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 (as defined in the Third Amended and Restated Registration Rights Agreement) in accordance with the requirements of the Third Amended and Restated Registration Rights Agreement and any securities registration exemption filing that other filings as may be required under United States federal or by any state securities lawsagencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersshareholders. This Agreement and the other Transaction Exchange Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, and constitute the legal, valid, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureStockholders’ Agreement, the New NotesCertificate of Designation, the Registration Rights Agreement and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement including the UBS Purchase Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Units and the Shares and the reservation for issuance and the issuance of the Common Stock issuable upon exercise of the Warrants have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, including, without limitation, hereby and thereby (including the issuance of the New Notes, Shares) have been duly authorized by the Company’s Board board of Directors directors (the “Company Board”) and (the Special Committee and other than any securities registration exemption filing that filings as may be required under United States by applicable federal or and state securities laws) , no further filing, consent, consent or authorization is required by the Company, its the Company Board of Directors, or its the Company’s stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the Initial Closing, the Second Closing, the Third Closing, or the Final Closing, as the case may be, will be at or prior to the Initial Closing, the Second Closing, the Third Closing, or the Final Closing, as the case may be, duly executed and delivered by the Company, and upon such execution will constitute the legal, valid, 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 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 New IndentureRegistration Rights Agreement, its obligations under the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesShares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company Seelos has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Securities Escrow Agreement and each of the other agreements entered into by the parties hereto Seelos in connection with the transactions contemplated by this Agreement (collectively, the “"Seelos Transaction Documents”), ") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Seelos Transaction Documents by the Company Seelos and the consummation by the Company Seelos of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon Shares, have been duly authorized by the Company’s Seelos' Board of Directors and (other than the filing of a Form D with the SEC and any securities registration exemption filing that other filings as may be required under United States federal or by any state securities laws) agencies), except as disclosed in Schedule 3(b), no further filing, consent, consent or authorization is required by the CompanySeelos, its Board of Directors, Directors or its stockholders. This Agreement and the other Seelos Transaction Documents of even date herewith have been duly executed and delivered by the CompanySeelos, and constitute the legal, valid, valid and binding obligations of the CompanySeelos, enforceable against the Company Seelos 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 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 A&R Agreement (collectively, the “Transaction Documents”), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents this A&R Agreement by the Company and the consummation by the Company it of the transactions contemplated therebyhereby, including, including without limitation, the reservation for issuance and the issuance of the New NotesShares issuable under this A&R Agreement, (X) have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, (Y) do not conflict with the Company’s or any of the Company’s Subsidiary’s organizational documents currently in effect, including their certificate of incorporation and bylaws (or equivalent organizational documents), and (other than any securities registration exemption filing that may be required under United States federal or state securities lawsZ) no do not require further filing, consent, consent or authorization is required by the Company, its Board of DirectorsDirectors or any other Person (including the Company’s stockholders), or its stockholders. This except as expressly set forth in this A&R Agreement, (iii) this A&R Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute (iv) this A&R Agreement constitutes the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof thereof and thereofto acquire the Investor Note in accordance with the terms hereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the New Notes, hereby and thereby 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 securities registration exemption filing that other filings as may be required under United States federal or by any state securities lawsagencies) no further filing, consent, consent or authorization is required by the Company, its Board it board of Directors, directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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 New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents and the Amended Certificate by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesSeries F Preferred Stock and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents this Agreement by the Company Company, and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Securities) have been duly authorized by the Company’s Board board of Directors and (directors and, other than any securities registration exemption the filing that may be required under United States federal or state securities laws) with the Commission of the Prospectus and the Required Filings, no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersstockholders or other governing body or regulatory authority. This Agreement and the other Transaction Documents of even date herewith has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and when delivered in accordance with the terms hereof and thereof, and will constitute the legal, valid, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. There are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, Registration Rights Agreement and the New Notes, and each of the other agreements entered into by the parties hereto Irrevocable Transfer Agent Instructions (as defined in connection with the transactions contemplated by this Agreement Section 5) (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon Shares, have been duly authorized by the Company’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC (only to the extent required hereunder) and any securities registration exemption filing that other filings as may be required under United States federal or by any state securities lawsagencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureStockholders’ Agreement, the New NotesOperating Agreement, the Certificate of Designation and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Units and the Shares and the reservation for issuance and the issuance of the Series A Preferred Stock issuable upon exercise of the Ordinary Purchase Rights have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureStockholders’ Agreement, the New NotesCertificate of Designation, the Registration Rights Agreement and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Units and the Shares and the reservation for issuance and the issuance of the Series A Preferred Stock issuable upon exercise of the Warrants have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, Registration Rights Agreement and the New Notes, 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 New Notes, Exercised Warrant Shares and to consummate the exchange shares of Common Stock issuable upon the Convertible Notes for exercise of such June Warrants (the New Notes, “June Warrant Shares”) in accordance with the terms hereof of the January Warrants and thereofthe June Warrants, as applicable, and hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the New NotesExercised Warrant Shares and the June Warrant Shares, have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and Each of the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureWarrants, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New NotesOrdinary Shares), have been duly authorized by the Company’s Board 's board of Directors directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersshareholders or other governmental body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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 New IndentureRegistration Rights Agreement, the New NotesTransfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesShares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), "TRANSACTION DOCUMENTS") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon Shares, have been duly authorized by the Company’s Board 's board of Directors directors (the "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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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. The Company SPAC has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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 Documents to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereofwhich it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company SPAC, and the consummation by the Company SPAC of the transactions contemplated thereby, including, without limitation, the issuance of the New Notes, hereby and thereby have been duly authorized by the CompanySPAC’s Board board of Directors directors, and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its Board of Directors, SPAC or its stockholdersboard of directors or its shareholders, subject to approval of the Merger Agreement by the SPAC’s shareholders. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the CompanySPAC, and constitute each constitutes the legal, valid, valid and binding obligations of the CompanySPAC, enforceable against the Company SPAC 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, 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, all subject to approval of the Merger Agreement by the SPAC’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New NotesOrdinary Shares), have been duly authorized by the Company’s Board board of Directors directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersshareholders or other governmental body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Common Shares) have been duly authorized by the Company’s Board board of Directors directors and (other than any securities registration exemption filing that filings as may be required under United States federal by the SEC or any state securities lawsagencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors, directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid, valid and binding obligations of the 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, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New NotesRegistration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”), ") and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesCommon 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 and any securities registration exemption filing that other filings as may be required under United States federal or by any state securities laws) agencies), no further filing, consent, or authorization is required by the Company, its Board board of Directors, directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, 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 New Indenture, Registration Rights Agreement and the New Notes, 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”"TRANSACTION DOCUMENTS"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesCommon Stock and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, 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 New Notes, ) and to consummate the exchange of Redemptions and, if applicable, consummate the Convertible Notes for Exchange and issue the New Notes, Exchange Shares to the Investor (or its designee) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the consummation of the Redemptions and, if applicable, the consummation of the Exchange and issuance of the New Notes, Exchange Shares to the Investor (or its designee) have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureNotes, the New NotesRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesNotes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion, issuance or exercise thereof, as the case may be, have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, and except that any rights to indemnity or contribution under the Transaction Documents may be limited by federal and state securities laws and public policy considerations.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, including, without limitation, hereby and thereby (including the issuance of the New Notes, Preferred and the issuance of the Conversion Shares issuable upon conversion thereof) have been duly authorized by the Company’s Board board of Directors directors (the “Company Board”) and (the Special Committee and other than any securities registration exemption filing that filings as may be required under United States by applicable federal or and state securities laws) , no further filing, consent, consent or authorization is required by the Company, its the Company Board of Directors, or its the Company’s stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the Closing, will be at or prior to the Closing, duly executed and delivered by the Company, and upon such execution will constitute the legal, valid, 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 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 New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Offered Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesOffered Shares, have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Conversion Stock in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Conversion Stock have been duly authorized by the Company’s Board of Directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) and, except as set forth in Section 3(f), no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This ; and (iii) this Agreement and the other Transaction Documents of even date herewith or as of the Closing Date (as defined below) have been (or upon delivery will have been) duly executed and delivered by the Company, Company and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Indenture, the New Notes, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), Documents and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated thereby, hereby and thereby (including, without limitation, the issuance of the New Notes, Securities) have been duly authorized by the Company’s Board board of Directors directors and (other than any securities registration exemption the filing that may be required under United States federal with the SEC of one or state securities lawsmore Registration Statements in accordance with the requirements of the Registration Rights Agreement and the Shareholder Approval (as defined below)) no further filing, consent, consent or authorization is required by the Company, its Board of Directors, Company or its stockholdersboard of directors or its shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the CompanyCompany or its agent, and each constitutes or will constitute the legal, valid, valid and binding obligations of the 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, 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. The Company has the requisite corporate power and authority to enter into into, deliver and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), ) and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant have been duly authorized by the Company’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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, 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 New IndentureRegistration Rights Agreement, the New NotesTransfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”"), and to issue the New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, --------------------- Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the New NotesCommon Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise thereof, 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 filing, consent, consent or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and , (iii) the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New IndentureRegistration Rights Agreement, the New NotesStockholders’ 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 New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New NotesUnits, the Shares and the Warrant, and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrant, 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) as set forth in Section 3(e), no further filing, consent, or authorization is required by the Company, its Board of Directors, Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid, 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, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.