Common use of Authorization; Enforcement; Validity Clause in Contracts

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Convertible Debentures and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementConvertible Debentures and the Warrant Shares issuable upon the exercise of the Warrants), have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, stockholders or other governmental body (iii) this except such governmental filings and authorizations as are contemplated under the Registration Rights Agreement). This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, 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 Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities (as defined below) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Backstop Shares, the Backstop Conversion Shares, the Backstop Warrants and the reservation for issuance and the issuance of the Conversion Backstop Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Backstop Warrants) have been duly authorized by the Company's Board ’s board of Directors and directors or other governing body and, no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to be at delivered on or prior to the Closing will be prior to Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall upon such execution will constitute as of the Closinga legal, the valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementCertificate of Designations, the Registration Rights Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 3(yy)), the Voting Agreement (as defined in Section 6(a) hereof4(n)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Preferred Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion and the Additional Shares pursuant to the terms of the Equity Purchase Agreement, Certificate of Designations have been duly authorized by the Company's Board of Directors and Directors, and, other than NASDAQ's Listing of Additional Shares notification in connection with the transactions contemplated hereby, no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5), the Lock-Up Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, have been duly authorized by the Company's ’s Board of Directors and other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under applicable state securities or Blue Sky laws (“Blue Sky Laws”) with respect to the transactions contemplated hereby, (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and (iii) as contemplated pursuant to Sections 4(i) and 4(k) hereof, no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (as defined in Section 6(a) hereof) the “Registration Rights Agreement”), the Certificate of Designation for the Series A Preferred Stock, and the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementWarrant, have been duly authorized by the Company's Board of Directors Board, and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of creditors' ’ rights and remediesremedies generally, (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 or by principles of public policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, that certain Amended and Restated Registration Rights Agreement to be entered into between the Equity Purchase Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), which amends and restates that certain Registration Rights Agreement dated as of September 28, 2007 (the “Prior Registration Rights Agreement”), as amended by that certain First Amendment to the Registration Rights Agreement, dated January 18, 2008, the Security Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Certificate of Designations for the Series B Preferred Stock, the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of Preferred Shares, and the Equity Purchase AgreementWarrant, have been duly authorized by the Company's Board of Directors Board, and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of creditors' ’ rights and remediesremedies generally, (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 or by principles of public policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a5(b) hereof) below), 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, subject to obtaining the Stockholder Approval (as defined in Section 4(q) below), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) require no further filing, subject to obtaining the Stockholder Approval, have been duly authorized by the Company's Board of Directors and no further consent consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders other than obtaining the Stockholder Approval. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementIndenture, the Notes, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the 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 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 Equity Purchase AgreementNotes, the Registration Rights Agreement Warrants, and the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the registration rights provisions in this Agreement and other than filings with “Blue Sky” authorities as required therein) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate organizational power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Account Control Agreements (as defined in Section 6(a) hereof4(n)), 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 Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreementthereof, have been duly authorized by the Company's ’s Board of Directors and and, except for such filings as may be required after the closing date pursuant to the Registration Rights Agreement, required under any “Blue Sky” laws or by the requirements of the Principal Market (as defined below), no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or and subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementAmended and Restated Notes, the Registration Rights Agreement (as defined in Section 6(a) hereof) Irrevocable Transfer Agent Instructions and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “2009 Transaction Documents”) and to issue the Securities Amended and Restated Notes, the Amended and Restated Conversion Shares and the Exchanged Interest Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the 2009 Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Amended and Restated Notes and the reservation for issuance and the issuance of the Amended and Restated Conversion Shares issuable upon conversion of the Equity Purchase AgreementAmended and Restated Notes, have been duly authorized by the Company's ’s Board of Directors and other than as set forth in Section 3(b)(v), no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other 2009 Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Escrow Agreement, the Lock-Up Agreements, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and (other than (i) the filing of a Form D under Regulation D of the 1933 Act (ii) obtaining the Stockholder Approval (as defined below) and (iii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.. -8-

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Registration Rights Agreement delivered pursuant to Section 4.4(b) hereof, the Amended Registration Rights Agreement, the Registration Rights Warrant, the Amended Warrant Agreement (as defined in Section 6(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"), “Transaction Documents”) and to issue the Securities and, the Exchange Shares , the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementSecurities and Exchange Shares, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders or from any Person other than the Purchaser. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, and the reservation for issuance and the issuance of Interest Shares, if any, have been duly authorized by the Company's Board of Directors and (other than (i) the filing with the SEC and applicable state securities commissions of Form D and related filings, and (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) . Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance Debentures and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the Stockholder Approval (as defined below), the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.5

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Registration Rights Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrant and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Warrant have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ 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 Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Notes) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than the filing with the SEC of a Current Report on Form 8-K with the SEC, a Listing of Additional Shares notification form with the Principal Market (as defined below) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization with or of any Governmental Entity is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes and the Irrevocable Transfer Agent Instructions (as defined below).

Authorization; Enforcement; Validity. (i) The Except as set forth on Schedule 3(b), the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Warrants, the Registration Rights Agreement Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Except as set forth on Schedule 3(b), (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents to which it is a party and to issue the Securities Common Shares in accordance with the terms hereof hereof. The execution and thereofdelivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the Share Issuance, have been duly and validly authorized by all necessary corporate action, including having been duly and validly authorized by a special committee (iithe “Special Committee”) of the Company’s board of directors (the “Board of Directors”) and, with respect to the execution and delivery of the Transaction Documents by the Company Stockholders’ Agreement Amendment, duly and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, have been duly validly authorized by the Company's Board of Directors Directors, and no further consent or authorization is required by other corporate proceedings on the Company, its Board part of Directors the Company or its shareholders, (iii) stockholders are necessary to authorize the execution and delivery of this Agreement has been, or to consummate the Share Issuance. This Agreement and each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesor its agent, and each other Transaction Document shall constitute as of constitutes or when so executed and delivered will be the Closinglegal, the valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company Timber has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Securities Escrow Agreement, the Registration Rights Agreement Leak-Out Agreements (as defined in Section 6(a) hereof8(xx)) and each of the other agreements entered into by the parties hereto Timber in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Timber Transaction Documents”) and to issue the Securities Common Units in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Timber Transaction Documents by the Company Timber and the consummation by it Timber of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementCommon Units, have been duly authorized by Timber’s board of managers (the Company's “Board of Directors Managers”) and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), no further filing, consent or authorization is required by the CompanyTimber, its Board of Directors Managers or its shareholders, (iii) this members. This Agreement has been, and each the other Timber Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesTimber, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Timber, enforceable against the Company Timber in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Purchase Shares and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Shares and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company's Board ’s board of Directors directors and (ii) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, stockholders or other governing body of the Company (iii) this other than the filing of one or more 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 each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Registration Rights Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase AgreementWarrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, that certain First Amendment to Registration Rights Agreement to be entered into between the Equity Purchase Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement Amendment”), which amends that certain Registration Rights Agreement dated as of September 28, 2007 (the “Registration Rights Agreement”), which First Amendment to the Registration Rights Agreement (as defined in Section 6(a) hereof) is the Security Agreement, the Certificate of Designations for the Series B Preferred Stock, 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"), “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Preferred Shares issuable upon conversion of and the Equity Purchase AgreementWarrants, have been duly authorized by the Company's Board of Directors Board, and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of creditors' ’ rights and remediesremedies generally, (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 or by principles of public policy thereunder.

Authorization; Enforcement; Validity. (i) The Company Seller has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company Seller and the consummation by it the Seller of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementShares, have has been duly authorized by the CompanySeller's Board of Directors and no further consent or authorization is required by the CompanySeller, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesSeller, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Seller enforceable against the Company Seller 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. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the Seller, and shall constitute the legal, valid and binding obligations of the Seller enforceable against the Seller 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 creditor's 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 Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the "TRANSACTION DOCUMENTS")including, and without limitation, to issue the Securities Preferred Shares, in accordance with the terms hereof and thereofthereof and the Articles of Amendment, (ii) and, subject to Shareholder Approvals, to issue the Underlying Shares in accordance with the Articles of Amendment and the Common Stock Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, shareholders in connection therewith other than receipt of the Shareholder Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be at the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document shall or when delivered in accordance with the terms hereof or thereof, will constitute as of the Closinglegal, the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (iii) insofar as indemnification and contribution provisions relating to liabilities under securities laws may be limited by applicable law, and (iv) to the extent that receipt of the Shareholder Approvals is a condition precedent thereto. Except for the TARP Agreement, there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among other Persons.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Initial Common Shares, and the reservation for issuance and the issuance of the Conversion Additional Common Shares issuable upon conversion exercise of the Equity Purchase Agreement, Right) have been duly authorized by the Company's Board ’s board of Directors directors and (other than the filing with the SEC of a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization or action is required by the Company, its Board board of Directors directors or its shareholders, stockholders or other governing body other than Required Approvals (iii) this as defined below). This Agreement has been, and each the other Transaction Document shall Documents will be at prior to the Initial Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and the Registration Rights Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Second Amended and Restated Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (as defined in Section 6(a) hereof) the “Registration Rights Agreement”), the Certificate of Designation for the Series B Preferred Stock, and the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementWarrant, have been duly authorized by the Company's Board of Directors Board, and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of creditors' ’ rights and remediesremedies generally, (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 or by principles of public policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Warrants, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company Issuer has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementWarrants, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Issuer and the consummation by it the Issuer of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Warrants, and the reservation for issuance and the issuance of the Conversion Shares Warrant Units issuable upon conversion exercise of the Equity Purchase Agreement, Warrants have been duly authorized by the Company's Board Issuer’s general partner and (other than the filing of Directors a Form D with the SEC and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, Issuer or its general partner or its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesIssuer, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Issuer, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and amended hereby), each of the Notes (as amended hereby) and the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the Transaction Documents. The execution and delivery of the Transaction Documents this Agreement by the Company and the Subsidiaries and the consummation by it of the transactions contemplated hereby hereby, by the Purchase Agreement (as amended hereby), by the Notes (as amended hereby) and thereby, including without limitation, by the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, other Transaction Documents have been duly authorized by the Company's Board respective boards of Directors directors of the Company and the Subsidiaries, and no further consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its shareholders, (iii) this . This Agreement has been, and each other Transaction Document shall be at the Closing, been duly executed and delivered by the Company and (iv) this Agreement constituteseach of the Subsidiaries, and each of this Agreement, the Purchase Agreement (as amended hereby), the Notes (as amended hereby) and the other Transaction Document shall constitute as of the Closing, the Documents constitutes a valid and binding obligations obligation of each of the Company and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, 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 Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions transaction contemplated hereby and therebyhereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Securities under this Agreement, have been duly authorized by the Company's ’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws, and no do not require further consent or authorization is required by the Company, its Board of Directors Directors, except as set forth in this Agreement, or its shareholdersstockholders, (iii) this Agreement has been, and each other Transaction Document shall be at the Closing, been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as of the Closing, constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remediesremedies and (z) public policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. (i) The Holding Company has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Subscription Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and therebyWarrants, including without limitation, the issuance of the Commitment Warrant Shares upon exercise of the Warrants. The execution, delivery and performance by the Holding Company of this Subscription Agreement and the reservation for issuance Warrants, and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase AgreementWarrants, have been duly authorized by the Company's Board of Directors and no further consent corporate action on the part of the Holding Company is required in connection with the authorization thereof. No filing, consent, or authorization is required by the Holding Company, its the Board of Directors or its shareholders, (iii) this stockholders with respect to the Sub Debt Transaction. This Subscription Agreement has been, and each other Transaction Document shall be at the Closing, been duly executed and delivered by the Holding Company and (iv) this Agreement constitutes, and, upon execution and each other Transaction Document shall constitute delivery thereof by the Holding Company as of the Closingcontemplated herein, the Warrants will constitute, legal, valid and binding obligations of the Company Holding Company, enforceable against the Holding Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies or as indemnification or contribution may be limited by the securities laws and 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 Equity Purchase AgreementWarrants, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), and each of the other agreements and instruments entered into and/or executed by the parties hereto in connection with the transactions contemplated by this Agreement hereby and thereby (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Common Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase AgreementWarrants, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementWarrants, the Registration Rights Agreement Agreement, the Lock-Up Agreements (as defined in Section 6(a) hereof) 7(x)), 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 DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Warrants have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Registration Rights Agreement, the Registration Rights Agreement Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Notes and each of the any other agreements entered into by the parties hereto in connection with the transactions certificate, instrument or document contemplated by this Agreement hereby or thereby (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreementthereof, respectively, have been duly authorized by the Company's ’s Board of Directors and and, other than the filings specified in Section 4(b), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. Any other Transaction Documents dated after the date herewith upon execution shall have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the New Securities in accordance with the terms hereof and thereof, (ii) . Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, New Securities) 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 the Shareholder Approval (as defined below)) no further filing, consent or authorization is required by the Company, its Board of Directors Company or its shareholders, (iii) this board of directors or its shareholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesor its agent, and each other Transaction Document shall constitutes or will constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementCertificate of Designations, the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS")Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Equity Purchase under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other Transaction Document required to be delivered on the Commencement Date shall be at be, on the ClosingCommencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as upon its execution on behalf of the ClosingCompany, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws, and the Certificate of Incorporation and Bylaws of the Company, to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance and sale of the Purchase Shares.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS")Transaction Documents, and to issue the Securities Purchased Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Purchased Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase pursuant to this Agreement, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, been and each of the other Transaction Document Documents shall be at on the ClosingClosing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as upon its execution on behalf of the ClosingCompany shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. The Board of Directors of the Company has approved and authorized this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Such resolutions are valid, in full force and effect and have not been materially modified or supplemented in any respect. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation, and/or the Bylaws, to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchased Shares.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Buyer Lock-Up Agreement, the Registration Rights Agreement Executive Lock-Up Agreements (as defined in Section 6(a) hereof7(a)(iv)) 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 Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Initial Purchased Common Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any United States state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of conversion, issuance or exercise thereof, as the Equity Purchase Agreementcase may be, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies, 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Registration Rights Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase AgreementWarrant, have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as with the exception of the ClosingPlacement Agency Agreement, as to which the Company is expressing no view) constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability rights to indemnification hereunder or under the Registration Rights Agreement may be limited by general principles of equity applicable law and except as the enforcement hereof or applicable thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or other similar laws relating to, to or affecting generally, the enforcement of creditors' rights and remediesremedies of creditors or by general equitable principles.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementCommon Shares, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Warrants have been duly authorized by the Company's ’s Board of Directors and other than (i) the filing of a Form D under Xxxxxxxxxx X xx xxx 0000 Xxx, (xx) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (iii) such filings as are required by the Principal Market (as defined below) and (iv) such filings required under applicable securities or “Blue Sky” laws of the states of the United States, no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and when delivered by the Company and (iv) this Agreement constituteswill constitute the legal, and each other Transaction Document shall constitute as of the Closing, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Convertible Notes and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Convertible Notes and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company's Board ’s board of Directors directors and (ii) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, shareholders or other governing body of the Company (iii) this other than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities). This Agreement has been, and each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The issuance of the Securities is within the scope of the general mandate granted to the Board by the Company’s shareholders at the Company’s annual general meeting held on June 2, (ii) 2008 to allot, issue, grant, distribute and otherwise deal with additional securities in the Company, not exceeding twenty percent of the issued share capital of the Company at the date of such resolution. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, have Securities has been duly authorized by the Company's Board of Directors and no further filing, consent or authorization is required by the CompanyBoard, its Board except for the filing, consent or authorization in connection with the satisfaction of Directors the conditions in Sections 5(a) and (b) below and any required filings regarding the issuance or its shareholders, listing of additional securities with The Stock Exchange of Hong Kong Limited (iiithe “SEHK”) this or the New York Stock Exchange (the “NYSE”). This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents when duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document shall constitute as of the Closing, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebyTransactions (including, including without limitation, the issuance of the Commitment Shares issuance of the Note and the Warrant and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion of and the Equity Purchase Agreement, Note Shares have been duly authorized by the Company's Board and (other than the filing with the SEC of Directors (i) one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) a Form D, and (iii) the 8-K Filing (as defined below) and any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this shareholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, each of the Equity Purchase AgreementNotes (as amended hereby), the Registration Rights Purchase Agreement (as defined in Section 6(a) hereofamended hereby) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the Transaction Documents. The execution and delivery of the Transaction Documents this Agreement by the Company and the Subsidiaries and the consummation by it of the transactions contemplated hereby and therebyhereby, including without limitationby the Notes (as amended hereby), the issuance of Purchase Agreement (as amended hereby) and by the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, other Transaction Documents have been duly authorized by the Company's Board respective boards of Directors directors of the Company and the Subsidiaries, and no further consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its shareholders, (iii) this . This Agreement has been, and each other Transaction Document shall be at the Closing, been duly executed and delivered by the Company and (iv) this Agreement constituteseach of the Subsidiaries, and each of this Agreement, the Notes (as amended hereby), the Purchase Agreement (as amended hereby) and the other Transaction Document shall constitute as of the Closing, the Documents constitutes a valid and binding obligations obligation of each of the Company and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, 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 Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Notes) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than the filing of a Form D with the SEC and the filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “Securities Filings”)) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Security Documents and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Document and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Shares, the Note and the Warrants, the reservation for issuance and the issuance of the Conversion Note Shares issuable upon conversion of the Equity Purchase Note, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Agreement, ) have been duly authorized by the Company's ’s Board of Directors (the “Board”) and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing with the Securities and Exchange Commission (the “SEC”) of one or more registration statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Voting Agreement (as defined in Section 6(a) hereof) 4(s)), the Master Control Account Agreements and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Equity Purchase Agreement, Notes and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and (other than the filing 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 with the SEC, filings with The NASDAQ Capital Market (the "Principal Market") and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Common Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (together with the documents incorporated by reference therein, the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), the filing of the 8-K Filing (as defined below) required under the 1933 Act, and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.affecting

Authorization; Enforcement; Validity. (i) The Company Ocugen has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Securities Escrow Agreement, the Registration Rights Agreement SPA Lock-Up Agreements (as defined in Section 6(a) hereofbelow) and each of the other agreements entered into by the parties hereto Ocugen in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Ocugen Transaction Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Ocugen Transaction Documents by the Company Ocugen and the consummation by it Ocugen of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementCommon Shares, have been duly authorized by the Company's Ocugen’s Board of Directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), except as disclosed in Schedule 3(b), no further filing, consent or authorization is required by the CompanyOcugen, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Ocugen Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesOcugen, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Ocugen, enforceable against the Company Ocugen in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

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

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Warrants, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares and the reservation for issuance and issuance of Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Warrants have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Intercreditor Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the Notes (as amended hereby) and the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the Buyer Transaction Documents. The execution and delivery of this Agreement and the Transaction Documents Intercreditor Agreement by the Company and the Subsidiaries and the consummation by it of the transactions contemplated hereby hereby, by the Notes (as amended hereby) and thereby, including without limitation, by the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, other Buyer Transaction Documents have been duly authorized by the Company's Board respective boards of Directors directors of the Company and the Subsidiaries, and no further consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its shareholders, (iii) this . This Agreement has been, and each other Transaction Document shall be at the Closing, been duly executed and delivered by the Company and (iv) this Agreement constituteseach of the Subsidiaries, and each other Transaction Document shall constitute as of the Closingthis Agreement, the Intercreditor Agreement, the Notes (as amended hereby) and the other Buyer Transaction Documents constitutes a valid and binding obligations obligation of each of the Company and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, 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 Equity Purchase AgreementNotes, the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Security Documents, 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"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing of a Form D under Regulation D of the 1933 Act, and (iii) the filing with the SEC of one or more registration statements in accordance with the requirements of the Registration Rights Agreement) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase AgreementWarrants, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of (i) a Form D under Regulation D of the 1933 Act, in accordance with Section 4(b) hereof, (ii) one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and (iii) one or more Current Reports on Form 8-K pursuant to Section 4(i) hereof) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Document and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Note and the Warrant, the reservation for issuance and the issuance of the Conversion Note Shares issuable upon conversion of the Equity Purchase Note, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrant, and the granting of a security interest in the Collateral (as defined in the Security Agreement, ) have been duly authorized by the Company's Board (the “Board”) and (other than (i) the filing of Directors appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing with the Securities and Exchange Commission (the “SEC”) of one or more registration statements in accordance with the requirements of the Amended and Restated Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementWarrants, the Registration Rights Agreement Agreement, the irrevocable transfer agent instructions (as defined described in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase AgreementWarrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”), and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, the Voting Agreements, the Lock-Up Agreements and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the reservation for issuance and the issuance of the Interest Shares issuable in connection with the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and (other than the Stockholder Approval (as defined in Section 4(r)) no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementCertificate of Designations, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Warrants (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of or exercise thereof, as the Equity Purchase Agreementcase may be, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Certificate of Designations has been filed on or prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5), the Lock-Up Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, have been duly authorized by the Company's ’s Board of Directors and other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under applicable state securities or Blue Sky laws (“Blue Sky Laws”) with respect to the transactions contemplated hereby, (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and (iii) as contemplated pursuant to Sections 4(i) and 4(k) hereof, no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the {AJF/SWJ/019170-000001/00939534} Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Pledge Agreement, the Voting Agreement (as defined below), the Lock-Up Agreements (as defined below), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, and the reservation for issuance and issuance of Interest Shares pursuant to the terms of the Notes have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the Corrected Warrant (including, without limitation, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each issuance of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities Corrected Warrant in accordance with the terms hereof and thereofthe reservation and issuance of the Corrected Warrant Shares in accordance with the terms of the Corrected Warrant, (ii) the as applicable). The execution and delivery of this Agreement and the Transaction Documents Corrected Warrant by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Corrected Warrant in accordance with the terms hereof and the reservation for issuance and the issuance of the Conversion Corrected Warrant Shares issuable upon conversion in accordance with the terms of the Equity Purchase AgreementCorrected Warrant, as applicable) have been duly authorized by the Company's Board ’s board of Directors directors and (other than the filing of a Form D with the U.S. Securities and Exchange Commission (the “SEC”) and the filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “Securities Filings”)) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement and the Corrected Warrant has been, and each other Transaction Document shall be at the Closing, been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementCertificate of Designations, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Escrow Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of or exercise thereof, as the Equity Purchase Agreementcase may be, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. As of the Closing, the Certificate of Designations in the form attached as Exhibit A shall have been filed on or prior to the Closing Date with the Secretary of State of the State of Delaware and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities to the Buyers in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Common Shares and to the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Buyers) have been duly authorized by the Company's Board ’s board of Directors directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC, and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesor its agent, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below), the Placement Agency Agreement (as defined below), and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Except as set forth in Schedule 3(b), the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Warrants, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) the form of Exhibit E annexed hereto), 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 DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the issuance of the Notes and Warrants has been, and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and Warrants, the reservation for issuance and the issuance of the Conversion Exchange Shares and Warrant Shares issuable upon conversion exchange of the Equity Purchase AgreementNotes and exercise of the Warrants and the granting of a security interest in the Collateral (as defined in the Security Documents), have been will be prior to Closing, duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing of a Form D under Regulation D of the 0000 Xxx) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each of the other Transaction Document shall be at the Closing, Documents of even date herewith has been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitutes the legal, and each other Transaction Document shall constitute as of the Closing, the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Registration Rights Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Additional Investment Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Additional Investment Rights and the reservation for issuance and the issuance of the Conversion Additional Investment Right Shares issuable upon conversion of the Equity Purchase Agreementexercise thereof, have been duly authorized by the Company's Board board of Directors directors and no further consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company Company, and, assuming due and (iv) this Agreement constituteseffective authorization, execution and each other Transaction Document shall delivery by the Buyers, constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company and its Subsidiaries each has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a5(b)) hereof) to which it is a party, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and its Subsidiaries and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, and the granting of a security interest in the Collateral (as defined in the Security Documents), have been duly authorized by the Company's ’s and such Subsidiaries’ respective Board of Directors and no further consent consent, or authorization is required by the Company, its such Subsidiaries, their respective Board of Directors or its shareholders, (iii) this their respective stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutessuch Subsidiaries, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company and such Subsidiaries, enforceable against the Company and such Subsidiaries 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 other 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 Equity Purchase AgreementNotes, the Registration Rights Agreement Indenture, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the reservation for issuance and the issuance of the Interest Shares in accordance with the terms of the Indenture and the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Registration Rights Agreement, Escrow Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, the Make Good Agreement, the Make Good Escrow 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 DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Units and the Common Share and the Warrants comprising the Units, the reservation for issuance and the issuance of the Conversion Common Shares and the reservation for issuance and issuance of Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Warrants have been duly authorized by the Company's Board of Directors and other than as set forth in Section 3(e), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Amended and Restated Certificate of Designation for the Series D Preferred Stock, as defined in Section 6(a) hereof) amended, the Warrant, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementWarrant, have been duly authorized by the Company's Board of Directors Board, and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of creditors' ’ rights and remediesremedies generally, (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 or by principles of public policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementWarrants, the Registration Rights Agreement Agreement, the Lock-Up Agreements (as defined in Section 6(a) hereof) 7(x)), 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 DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase Agreement, Warrants and the reservation for issuance and issuance of the Adjustment Shares pursuant to the terms of this Agreement 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 and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) . Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s 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 D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall be at the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as of the Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.Transaction

Authorization; Enforcement; Validity. (i) The Subject to approval by the Company’s Board of Directors with respect to the issuance of the Warrants, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Registration Rights Agreement, the Notes, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Note 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 and, except for the Stockholder Approval (as defined in Section 4(r) below), no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementCertificate of Designation of Rights, Priviliges, Preferences and Restrictions (the Registration Rights Agreement (as defined in Section 6(a) hereof"Certificate of Designation") and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Equity Purchase Agreementor exercise thereof, respectively, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; (iii) this Agreement has been, and each other the Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and Company; (iv) this Agreement constitutes, and each other the Transaction Document shall Documents constitute as of the Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies; and (v) prior to the Closing Date, the Certificate of Designation, or a comparable document as required by the laws of the State of Hawaii, has been filed with the Department of Commerce and Consumer Affairs of the State of Hawaii and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company Such Purchaser is a validly existing corporation, partnership, limited liability company or other entity and has the requisite corporate corporate, partnership, limited liability or other organizational power and authority to enter into and perform its obligations under purchase the Securities pursuant to this Agreement, the Equity Purchase Agreement, . This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Purchaser and are valid and binding agreements of such Purchaser enforceable against such Purchaser in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (as defined regardless of whether considered in Section 6(a) hereof) a proceeding at law or in equity). The Collateral Agreement, the Account Control Agreements and each of the other agreements entered into and other documents executed by the parties hereto such Purchaser in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), hereby and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery thereby as of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Closing will have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Companyvalidly authorized, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be at the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document shall constitute on behalf of such Purchaser as of the Closing, the Closing and will be valid and binding obligations agreements of the Company such Purchaser enforceable against the Company such Purchaser in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance or transfer, liquidation moratorium or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights generally and remediesby general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity).

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Equity Purchase Warrants, as adjusted further to the Swap Agreement, ) have been (i) duly authorized by the Company's Board ’s board of Directors directors and (ii) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, stockholders or other governing body of the Company (iii) this 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 each the other Transaction Document shall Documents will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. ​

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate all necessary power and authority to enter into execute, deliver and perform its obligations under this Agreement, the Equity Purchase Agreement, Agreement and the Registration Rights Agreement (as defined in Section 6(a) hereofcollectively, the “Transaction Documents”) 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"), hereby and to issue the Securities in accordance with the terms hereof and thereof, (ii) the thereby. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitationincluding, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementPurchased Shares, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and (other than the filing with the SEC of a Form D and one or more registration statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies) no further filing, consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders . This Agreement has beenbeen duly and validly authorized, executed and delivered by the Company, and each the other Transaction Document shall be Documents have been duly and validly authorized by the Company and, at the ClosingClosing Date, will have been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute and will constitute legal, and each other Transaction Document shall constitute as of the Closing, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their terms, except as such enforceability the enforcement thereof may be limited by general principles of equity or applicable subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to, to applicable creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or affecting generally, equity) and the enforcement discretion of creditors' rights and remediesthe court before which any proceeding therefor may be brought.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities Notes in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Notes) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than the filing of a Form D with the SEC and the filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “Securities Filings”)) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase Agreement, Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and Directors, no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5), the Lock-Up Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the thereof The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, have been duly authorized by the Company's Board of Directors and other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under applicable state securities or Blue Sky laws of the United States ("Blue Sky Laws") with respect to the transactions contemplated hereby, (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and (iii) as contemplated pursuant to Sections 4(i) and 4(k) hereof, no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into this Agreement and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyhereby and otherwise to carry out its obligations hereunder, the "TRANSACTION DOCUMENTS")including, and without limitation, to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company of this Agreement, and the consummation by it the Company of the transactions contemplated hereby and thereby(including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementShares), have been duly authorized by all necessary corporate action on the Company's part of the Company and its Board of Directors Directors, and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholdersshareholders in connection therewith, (iii) other than in connection with the Required Filings. This Agreement has been duly executed by the Company, and assuming the due authorization, execution and delivery of this Agreement has been, and each other Transaction Document shall be at the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesPurchaser, and each other Transaction Document shall will constitute as of the Closinglegal, the valid and binding obligations obligation of the Company enforceable against the Company it in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remedies or by other equitable principles of general application; (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Security Documents (as defined in Section 6(a) hereofbelow) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, have been duly authorized by the unanimous consent of all members of the Company's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 5(a)(v)) and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. For purposes of this Agreement, the term "Security Documents" means the Security Agreement, any account control agreement, any copyright, patent and trademark agreements required by the terms of the Security Agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Collateral Agent (as defined in the Security Agreement) to create, perfect, and continue perfected or to better perfect the Collateral Agent's security interest in and liens on all of the assets of the Company and each of its Subsidiaries, if any (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and Convertible Debentures, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementConvertible Debentures), have been duly authorized by the Company's Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, stockholders or other governmental body (iii) this except such governmental filings and authorizations as are contemplated under the Registration Rights Agreement). This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be at prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of constitutes the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Convertible Debentures, 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 Equity Purchase Indenture, the Warrant Agent Agreement, the Notes, the Warrants, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5 of this Agreement) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue and sell the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance and repayment of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementNotes, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares upon exercise of the Warrants, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by of the Company, its 's Board of Directors or its shareholdersshareholders (other than the Shareholder Approval, (iiias defined in Section 4(h) this Agreement has been, and each other below). The Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Company. The Transaction Document shall Documents constitute as of the Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (i) as rights to indemnification and contribution may be limited by federal or state securities laws and policies underlying such laws and (ii) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Exchange Registration Rights Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 7), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents of the Company and the execution and filing of the Exchange Certificate of Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Exchange Preferred Shares and the New Common Shares and the reservation for issuance and the issuance of the Exchange Conversion Shares issuable upon conversion of the Equity Purchase Agreementthereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other stockholders. The Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Company. The Transaction Document shall Documents constitute as of the Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Exchange Certificate of Amendment has been filed on or prior to the Initial Closing Date with the Department 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 and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements and other instruments to be entered into by any of the parties hereto in connection with any of the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company Company, the performance of its obligations thereunder and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Equity Purchase AgreementCommon Shares, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and (other than (i) the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, (ii) the filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D promulgated under the 1933 Act, (iii) the filing of an Interim OTCQB Certification with the OTC Markets and (iv) other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors Company or its shareholders, (iii) this Board. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or limits on indemnification under applicable federal securities laws.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase New Registration Rights Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Replacement Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares and Replacement Warrants, the reservation for issuance and the issuance of the Conversion Replacement Warrant Shares issuable upon conversion of the Equity Purchase Agreementexercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents dated of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as of the Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of equity or creditors' rights and remedies. As of the applicable Closing, the Transaction Documents dated after the date hereof shall have been duly executed and delivered by the Company and shall constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementNotes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares, the Repayment Share, the Interest Shares and the Warrant Shares issuable upon conversion of conversion, issuance or exercise thereof, as the Equity Purchase Agreementcase may be, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase AgreementCertificate of Designations, the Registration Rights Agreement Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Preferred Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Equity Purchase AgreementCertificate of Designations, and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be at the Closing, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document shall constitute as of the Closinglegal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Certificate of Designations has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.