Common use of Authorization; Enforcement; Validity Clause in Contracts

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

Authorization; Enforcement; Validity. Each of the Company Pfizer has full right, power, authority and its Subsidiaries has the requisite corporate capacity (corporate, statutory or other organizational power and authority otherwise) to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of consummate the transactions contemplated hereby and therebyhas taken all necessary action to authorize the execution, including delivery and performance of this Agreement. The making and performance of this Agreement by Pfizer and the issuance consummation by Pfizer of the Shares to be issued at the Closing, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, transactions herein contemplated will not violate any provision of the Company and each organizational documents of its SubsidiariesPfizer or conflict with, as applicableresult in the breach or violation of, and no further consent or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which Pfizer is a party, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to Pfizer. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required on the part of Pfizer for the execution and delivery of this Agreement or the consummation by Pfizer of the Company, transactions contemplated by this Agreement. There is not in effect any order enjoining or restraining Pfizer from entering into or engaging in any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to transactions contemplated by this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredAgreement. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is constitutes a party thereto, and constitute the valid and binding obligations obligation of the Company and each of its Subsidiaries, Pfizer enforceable against the Company and each of its Subsidiaries Pfizer in accordance with their respective its terms, except as (i) to the extent rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, (ii) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance conveyance, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and (iii) enforceability may be limited by general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Notes) have been duly authorized by the respective boards Company’s board of directors and (or a committee thereofother than the filing with the SEC of the Prospectus Supplement (as defined below) supplementing the Prospectus (as defined below) forming part of the Registration Statement and the 8-K Filing (as defined herein), members, managers, trustees, stockholders, and any other equityholders or holders of beneficial interests, filings as applicable, of the Company and each of its Subsidiaries, as applicable, and may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any its board of directors or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Irrevocable Transfer Agent Instructions (as defined below) and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. “Prospectus Supplement” means the prospectus supplement to the Prospectus relating to the Securities complying with Rule 424(b) under the Securities Act that is filed with the SEC and delivered by the Company to the Investor upon the execution and delivery of this Agreement in accordance with Section 4(b), including the documents incorporated by reference therein, and any amendment or supplement thereto. “Prospectus” means the Company’s final base prospectus, dated April 9, 2015, a preliminary form of which is included in the Registration Statement, including the documents incorporated by reference therein, and any amendment or supplement thereto.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Pledge and Security Agreement among the Company and the Buyers dated the date hereof (the "SECURITY AGREEMENT"), and each of the other Transaction Documents to which such Person is a party agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and to issue the Shares Securities in accordance with the terms hereof and thereof. The Except as set forth on Schedule 3(b), the execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Debentures, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingDebentures, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the respective boards Company's Board of directors Directors and (other than the filing with the SEC of a Form D and one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement and each of its Subsidiaries, other than filings with "Blue Sky" authorities as applicable, and required therein) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles of equityremedies.

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

Authorization; Enforcement; Validity. Each of the Company Company, Parent and its Subsidiaries Merger Sub has the requisite corporate or other organizational power and authority to enter into and perform to consummate the Transactions and otherwise to carry out its obligations under this Agreement hereunder and thereunder. Except for the filing of the Certificate of Merger and the Parent Charter with the Secretary of State of the State of Delaware and the approval of the Company Proposals by the holders of the requisite number of shares of Company Common Stock as contemplated in Section 7.03 (the “Stockholder Approval”), each of the other Transaction Documents to which such Person is a party Company, Parent and to issue Merger Sub has taken all requisite action, respectively, on the Shares in accordance with part of the terms hereof Company, Parent and thereof. The Merger Sub, and its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents by Documents, (ii) the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries authorization of the transactions contemplated hereby and thereby, including the issuance performance of the Shares to be issued at the Closing, have been duly authorized by the respective boards all obligations of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, and no further consent or authorization is required by the Company, any of its Subsidiaries Parent and Merger Sub, respectively, under the Transaction Documents, and (iii) the authorization, issuance (or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined belowreservation for issuance) to satisfy all conversions of Shares and delivery of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment Acquisition Shares. Each of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by to which the Company and each of its Subsidiaries that Company, Parent or Merger Sub is a party has been (or upon delivery will have been) duly executed by each such Person, and is, or when delivered in accordance with the terms hereof, assuming the due authorization, execution and delivery by the other parties thereto, and will constitute the legal, valid and binding obligations obligation of the Company and each of its Subsidiaries, such Person enforceable against the Company and each of its Subsidiaries such Person in accordance with their respective its terms, except as that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (clause (i) and (ii), collectively, the “Bankruptcy and Equity Exception”).

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

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

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

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has have the requisite corporate or other organizational power and authority to enter into and perform its their obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares in accordance with the terms hereof and thereofAgreement. The execution and delivery of the Transaction Documents this Agreement by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebyhas, including to the issuance extent required by applicable law or the charter documents of the Shares to be issued at the Closingsuch Person, have been duly authorized by the respective boards Company’s board of directors, each Subsidiary’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, governing body and no further filing, consent or authorization is required by the Company, any its Subsidiaries, their board of its Subsidiaries directors or any of their respective boards of directors, members, managers, trustees, stockholders, shareholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement and the other Transaction Documents have has been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoand constitutes the legal, and constitute the valid and binding obligations of the Company and each of its it Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Existing Securities Purchase Agreement, the Notes, the Warrants, the Security Documents, the Guarantees, the Subordination Agreement, the Registration Rights Agreement, the Voting Agreements, the Irrevocable Transfer Agent Instructions and each of equitythe other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

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

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

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

Authorization; Enforcement; Validity. Each Subject to the receipt of Shareholder Approval and the filing of the Articles of Amendment with the Minnesota Secretary of State, the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by each of the other Transaction Documents to which such Person it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof hereof. Subject to the receipt of Shareholder Approval and thereof. The the filing of the Articles of Amendment with the Minnesota Secretary of State, the Company’s execution and delivery of each of the Transaction Documents by the Company and each of its Subsidiaries to which it is a party and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and therebythereby (including, including but not limited to, the issuance sale and delivery of the Shares to be issued at the Closing, Shares) have been duly authorized by all necessary corporate action on the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, part of the Company and each of its Subsidiaries, as applicableCompany, and no further consent or authorization corporate action is required by the Company, any its Board or its shareholders in connection therewith. Each of its Subsidiaries the Transaction Documents to which it is a party has been (or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that upon delivery will have been) duly executed by the Company does not currently have enough authorized shares of Common Stock and is, or when delivered in accordance with the terms hereof, will (as defined belowassuming due authorization, execution and delivery thereof by the other parties thereto) to satisfy all conversions of Shares constitute the legal, valid and binding obligation of the Series A Preferred. The parties to this Agreement agree that promptly after Closing Company enforceable against the Company will prepare in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally the necessary corporate documentation to amend its Certificate enforcement of, creditors’ rights and remedies or by other equitable principles of Incorporation and will make the applicable proxy filing pursuant general application, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable Securities Laws and Law. Except for the Buyers shall approve Shareholder Agreement, there are no shareholder agreements, voting agreements, or similar arrangements with respect to the amendment 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 Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equityshareholders.

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

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

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(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 to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Common Shares, the Preferred Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to be issued at the Closingterms of the Certificate 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 respective boards Company’s Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicableDirectors, and no further consent filing, consent, or authorization is required by the Company, any ’s Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies. The Certificate of equityDesignations 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. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and, subject to which such Person is a party and the approval of shareholders for the creation of the class of Securities described in Section 4(m) below, to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Shares to be issued at the ClosingPreferred Shares, have been duly authorized by the respective boards Company's Board of directors Directors and (other than (i) the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, (ii) any required approval by the Office of Chief Scientist in the Israeli Ministry of Industry and each Trade (the "OCS") and the Investment Center of its Subsidiariesthe transactions contemplated hereunder, as applicable, (iii) the Shareholder Approval pursuant to Section 4(m) and (iv) the filing of a Form D and all filings and reports relating to the offer and sale of the Securities 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, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered with respect to such Closing shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and remedies.

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

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

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

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

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

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

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

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

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

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

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

Authorization; Enforcement; Validity. Each of the Company and its Subsidiaries Holdings has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Joinder Agreement and each of the other Transaction Documents to which such Person it is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries Holdings and the consummation by the Company and each of its Subsidiaries Holdings of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion of the ClosingNotes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by Holdings’ Board of Directors and (other than (i) the respective boards filing of directors appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Pledge Agreement and the Security Agreement, and (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, ii) the Current Report on Form 8-K required to be filed after Closing by Holdings pursuant to Section 4(h) of the Company Securities Purchase Agreement, the Form D filing required to be made following the Closing by Holdings with the SEC and each of its Subsidiariesthe registration statement and related state filings required by the Registration Rights Agreement, as applicable, and no further consent filing, consent, or authorization is required by the CompanyHoldings, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Joinder Agreement and the other Transaction Documents to which Holdings is a party have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoHoldings, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesHoldings, enforceable against the Company and each of its Subsidiaries Holdings in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents to which such Person is a party Documents”) and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Notes, the Common Shares to be issued at and the ClosingWarrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, the reservation for issuance and issuance of Interest Shares, if any, and the granting of a security interest in the Collateral (as defined in the Security Agreement) have been duly authorized by the respective boards Company’s Board of directors Directors and (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders than (i) the filing of beneficial interests, as applicable, of appropriate UCC financing statements with the Company appropriate states and each of its Subsidiaries, as applicableother authorities pursuant to the Security Agreement, and (ii) the filing with the SEC of one or more registration statements in accordance with the requirements of Section 4(u) hereof) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies.

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents"), and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each the execution and filing of its Subsidiaries the Certificate of Designations by the Company and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Preferred Shares, the reservation for issuance and the issuance of the Conversion Shares to be issued at issuable upon conversion thereof, the Closingissuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any stockholders (except to the extent that stockholder approval may be required pursuant to the rules of their respective boards the NYSE for the issuance of directorsa number of Conversion Shares, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding Warrant Shares and the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized 555,161 shares of Common Stock (as defined below) to satisfy all conversions of Shares issuable upon exercise of the Series A Preferred. The parties warrants issued on the date hereof to Xxxxxx Xxxxxx Xxxxxxxx in connection with the transactions contemplated by this Agreement agree that promptly after Closing greater in the Company will prepare the necessary corporate documentation to amend its Certificate aggregate than 19.99% of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock outstanding immediately prior to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having Initial Closing Date (the voting and other rights of the Series B Preferred"19.99% Rule")). This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and each remedies. The Certificate of its SubsidiariesDesignations has been filed on or prior to the Initial Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company and each of its Subsidiaries in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Preferred Shares, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares to be issued at issuable upon conversion of the Closing, Notes) have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries’ board of directors or other governing body, as applicable, and other than (i) the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies, (ii) the 8-K Filing, (iii) a Listing of Additional Shares Notification with the Principal Market, and (iv) the Stockholder Approval (as defined below) (collectively, the “Required Filings and Approvals”) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of its Subsidiaries each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of equityDesignations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the Notes, the Investor Note, the Security Documents, the Note Purchase Agreements, the Master Netting Agreement, the Voting Agreement, the Voting and Lockup Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is it will be a party and to issue the Shares Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it will be a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Subsidiaries, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Shares to be issued at the Closing, thereby have been duly authorized by the respective boards Company’s board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of a Form D with the SEC (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been will be prior to the Initial Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Note, the Shares, the Warrants and the Registration Rights Agreement, as may be amended from time to time.

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has has: (i) the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party Agreement, and to issue the Shares Preferred Stock in accordance with the terms hereof and thereof. The execution and delivery ; (ii) the commitment of the Transaction Documents by Parent to issue the Company and each of its Subsidiaries Warrants, the Warrant Shares, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Conversion Shares pursuant to be issued at the Closing, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicablethis Agreement, and no further consent or authorization is required by the Company, any of its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to (iii) this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers constitutes, shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000constitute, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights generally and remedies. The Parent has: (i) the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and to issue the Warrants, the Warrant Shares, and the Conversion Shares pursuant to this Agreement, and (ii) this Agreement constitutes, shall constitute, the valid and binding obligations of the Parent enforceable against the Parent in accordance with their terms, except as such enforceability may be limited by general principles of equity.equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Company has delivered to the Investor a true and correct copy of a unanimous written consent creating and authorizing the issuance of the Preferred Stock pursuant to this Agreement. No other approvals or consents of the Company’s or Parent’s Boards of Directors and/or Shareholders is necessary under applicable laws and the Company’s or Parent’s Articles of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Preferred Shares, Warrants, Warrant Shares and the Conversion Shares. 3.3

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

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

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

Authorization; Enforcement; Validity. Each of the (i) The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties on the Commencement Date (collectively, the “Transaction Documents to which such Person is a party Documents”), and to issue the Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Shares to be issued at Commission Securities and the Closing, Purchase Securities issuable under this Agreement have been duly authorized by the respective boards board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company (the “Board of Directors”) and each do not conflict with the Company’s Articles of its Subsidiaries, Association (as applicabledefined below), and no do not require further consent or authorization is required by the Company, its Board of Directors or its shareholders, except for any relevant application for Admission with respect to the issue of its Subsidiaries Securities and only for any Securities to be issued in connection with each VWAP Purchase or Regular Purchase which, prior to any of their respective boards of directorssuch issuances, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined belowshall require an appropriate resolution(s) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing Board of Directors and/or the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment financing committee of the Company’s Certificate Board of Incorporation Directors and may require shareholder authority to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000issue, and to authorize Preferred Stock having disapply statutory pre-emption rights for, the voting Ordinary Shares in connection with that VWAP Purchase or Regular Purchase, (iii) this Agreement has been, and other rights of the Series B Preferred. This Agreement and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto(iv) this Agreement constitutes, and constitute each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights generally and general principles remedies and (z) public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of equityDirectors has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit B attached hereto, or referred to therein, to authorize this Agreement and the transactions 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.

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

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

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

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

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

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

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

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

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

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

Authorization; Enforcement; Validity. Each of the The Company and each of its applicable Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Documents and each of the other documents and agreements entered into by the Parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents"), in each case to which such Person it is a party and party, and, as applicable, to issue the Shares Notes in accordance with the terms hereof and thereofhereof. The execution and delivery of the applicable Transaction Documents by the Company and each of its applicable Subsidiaries and the consummation by the Company and each of its Subsidiaries them, as applicable, of the transactions contemplated hereby and thereby, including the issuance of the Shares to be issued at the ClosingNotes, have been duly authorized by the respective boards governing body or entity of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial intereststhe Company and/or, as applicable, of the Company and each of its Subsidiaries, as applicable, applicable Subsidiaries and no further consent filing, consent, or authorization is required by the Company, any of its Subsidiaries Subsidiaries, any of their respective governing bodies or entities or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the other applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferreddecision makers. This Agreement and the other Transaction Documents (as applicable) have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoapplicable Subsidiaries, and constitute the legal, valid and binding obligations of the Company and each of its applicable Subsidiaries, enforceable against the Company and each of its Subsidiaries them in accordance with their respective terms, except as such enforceability may be limited by (a) general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and remedies and (b) general principles relating to the availability of equityspecific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the ------------------------------------ requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents"), and to issue the Shares Securities in accordance with the terms hereof and thereofthereof and to redeem the 1,200 Series A Preferred Shares being redeemed pursuant to this Agreement. The execution and delivery of the Transaction Documents by the Company and the execution and filing of each of its Subsidiaries the Certificates of Designations by the Company and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including without limitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Common Shares to be issued at and the ClosingPreferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any stockholders (except to the extent that stockholder approval may be required pursuant to the rules of their respective boards the Nasdaq National Market for the issuance of directors, members, managers, trustees, stockholders, other equityholders or holders a number of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree greater than that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase that the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having Company may issue without breaching the voting and other rights Company's obligations under the rules or regulations of the Series B PreferredNasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and each remedies. Each of its Subsidiariesthe Certificates of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company and each of its Subsidiaries in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

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

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

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

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

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Private Placement Documents to which such Person is a party and to issue the Purchased Shares in accordance with the terms hereof and thereofof this Agreement. The execution and delivery of the Transaction Private Placement Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby by such Private Placement Documents, including, without limitation, each Subsequent Drawdown and thereby, including the issuance and sale of the Purchased Shares pursuant to be issued at the Closing, this Agreement have been duly authorized by the respective boards Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, Directors of the Company and each (the “Board of its Subsidiaries, as applicable, Directors”) and no further consent or authorization in connection therewith is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directorsshareholders that has not been obtained, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge except that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation ability to increase the number of authorized shares of Common Stock deliver a Drawdown Notice in connection with a Subsequent Drawdown shall require approval pursuant to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights Section 3.01 of the Series B PreferredStockholders’ Agreement. This Agreement and the other Transaction The Private Placement Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and except as that rights to indemnification and contribution thereunder may be limited by bankruptcyvirtue of public policy under federal or state securities and banking laws. The Board of Directors has resolved that the transactions contemplated hereby and by the Private Placement Documents are in the best interests of the Stockholders and recommended to the Stockholders the approval of the Holding Company Reorganization and other matters in connection with the Subsequent Drawdowns and related transactions. If the Subsequent Drawdown relates to an FDIC Bid on a Target Bank, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally such FDIC Bid was also approved by a majority vote of the Executive Committee of the Board of Directors and general principles by a majority vote of equitythe Board of Directors.

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Additional Investment Rights, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents") and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Ordinary Shares, the reservation for issuance and the issuance of the Warrant Shares to be issued at issuable upon exercise of the ClosingWarrants, the reservation for issuance and the issuance of the Additional Investment Right Shares issuable upon exercise of the Additional Investment Rights, have been duly authorized by the respective boards Company's Board of directors Directors and (other than (i) the filing with the SEC of one or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement, (ii) any required approval by the Office of Chief Scientist in the Israeli Ministry of Industry and each Trade (the "OCS") and the Investment Center of its Subsidiaries, as applicable, the transactions contemplated hereunder and (iii) the Shareholder Approval pursuant to Section 4(q)) no further consent filing, consent, or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any of their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company and each of its Subsidiaries that is a party theretoCompany, and constitute the legal, valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered with respect to such Closing shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equityequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and remedies.

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

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Warrants and each of the other Transaction Documents agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), to which such Person is a party execute and file the Certificate of Designations, and to issue the Shares Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each the execution and filing of its Subsidiaries the Certificate of Designations by the Company and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares to be issued at and the ClosingWarrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any stockholders (except such stockholder approval as may be required by The Nasdaq Stock Market, Inc. for the issuance of their respective boards a number of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) which is greater than or equal to satisfy all conversions 20% of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares outstanding on the date of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredthis Agreement). This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and each remedies. The Certificate of its SubsidiariesDesignations has been filed prior to the Initial Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company and each of its Subsidiaries in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the ------------------------------------ requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents to which such Person is a party Documents"), and to issue the Shares Securities in accordance with the terms hereof and thereofthereof and to redeem the Fixed Series A Redemption Shares and the Additional Series A Redemption Shares. The execution and delivery of the Transaction Documents by the Company and the execution and filing of each of its Subsidiaries the Certificates of Designations by the Company and the consummation by the Company and each of its Subsidiaries it of the transactions contemplated hereby and thereby, including without limitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Common Shares to be issued at and the ClosingPreferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, have been duly authorized by the respective boards Company's Board of directors (or a committee thereof), members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries, as applicable, Directors and no further consent or authorization is required by the Company, any its Board of Directors or its Subsidiaries or any stockholders (except to the extent that stockholder approval may be required pursuant to the rules of their respective boards the Nasdaq National Market for the issuance of directors, members, managers, trustees, stockholders, other equityholders or holders a number of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree greater than that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase that the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having Company may issue without breaching the voting and other rights Company's obligations under the rules or regulations of the Series B PreferredNasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto, and Company. The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and each remedies. Each of its Subsidiariesthe Certificates of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company and each of its Subsidiaries in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

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

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

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

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

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

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

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into into, and perform its obligations under under, this Agreement and each of the other Transaction Documents to which such Person it is a party party, and to issue the Purchased Shares in accordance with the terms hereof and thereofthereof as applicable, subject to the receipt of the affirmative vote of the holders of a majority of the votes cast at the Company Stockholders Meeting (the "Company Stockholder Approval"). The execution and delivery of the Transaction Documents by the Company of this Agreement and each of its Subsidiaries the other Transaction Documents to which it is a party, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including the issuance of the Shares to be issued at the Closing, have been duly authorized by the respective boards of directors (or a committee thereof), members, managers, trustees, stockholdersBoard and, other equityholders than the filing with the SEC of one or holders of beneficial interests, more Registration Statements (as applicable, defined in the Registration Rights Agreement) in accordance with the requirements of the Company Registration Rights Agreement, a Form D with the SEC and each of its Subsidiariesany other filings as may be required by any state securities agencies, as applicable, and no further filing, consent or authorization is required by the Company, any of the Board or its Subsidiaries stockholders or any of their respective boards of directors, members, managers, trustees, stockholdersother governing body, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that than the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B PreferredStockholder Approval. This Agreement has been, and the other Transaction Documents have been to which the Company is a party will be, upon delivery at the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes, and constitute or when delivered in accordance with the terms hereof will constitute, the legal, valid and binding obligations obligation of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, (i) except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights generally and general principles remedies, (ii) except as limited by laws relating to the availability of equityspecific 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, the Stockholders Undertakings, the Registration Rights Agreement, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

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

Authorization; Enforcement; Validity. Each of the The Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Shares Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries Company, and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Shares to be issued at the Closing, Shares) have been duly authorized by the respective boards Board of directors Directors, and (or other than (i) the filing with the SEC of a committee thereofForm D under Regulation D of the Securities Act (ii) the 8-K Filing (as defined below), members(iii) any action necessary in order to qualify the Securities, managersand any other filings as may be required by any state securities agencies and/or applicable blue sky laws, trustees, stockholders, other equityholders or holders of beneficial interests, as and (iv) if applicable, the listing of the Company and each of its Subsidiaries, Shares on the Principal Market (as applicable, and defined below)) no further filing, consent or authorization is required by the Company, any of its Subsidiaries or any of Subsidiaries, their respective boards of directors, members, managers, trustees, stockholders, directors or their stockholders or other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its Certificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferredgoverning body. This Agreement has been, and the other Transaction Documents have been will be, prior to the Closing, duly executed and delivered by the Company Company, and each of its Subsidiaries that is a party theretoconstitutes the legal, and constitute the valid and binding obligations of the Company and each of its SubsidiariesCompany, enforceable against the Company and each of its Subsidiaries in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and general principles of equityremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.