Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, Agreement and the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security other Transaction Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors and directors (other than (i) the filing of a Form D with the SEC, SEC of (A) the Waiver 6-K Filing (as defined below), (B) a prospectus supplement in Section 6(viiconnection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), (C) the Indenture (and/or any amendment or supplement thereto) and (D) a Form T-1, and (ii) any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) and no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders or other governing body. This Agreement has been, and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,to which it is a party will be

Authorization; Enforcement; Validity. The Each of the Company and its Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Purchase Agreement (as defined in Section 5(b)amended hereby), the Security Documents Post-Closing Obligations Agreement (as defined below) amended hereby), the Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereofRelated Agreements. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries and the consummation by the Company of the transactions contemplated hereby and therebyhereby, includingby the Purchase Agreement (as amended hereby), without limitationby the Post-Closing Obligations Agreement (as amended hereby), the issuance of by the Notes and by the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants other Related Agreements have been duly authorized by the unanimous consent respective boards of all members directors of the Company’s Board of Directors Company and (other than the filing of a Form D with the SECits Subsidiaries, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries or their respective boards of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyCompany and each of its Subsidiaries, and constitute each of this Agreement, the legalPurchase Agreement (as amended hereby), the Post-Closing Obligations Agreement (as amended hereby), the Notes and the other Related Agreements constitutes a valid and binding obligations obligation of each of the CompanyCompany and its Subsidiaries (as applicable), enforceable against each of the Company and its Subsidiaries (as applicable) in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesEquity Purchase Agreements, the Warrants, the Irrevocable Transfer Agent Instructions Registration Rights Agreement (as defined in Section 5(b)), the Security Documents (as defined below6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under each Equity Purchase Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be at its respective Closing, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as of its respective Closing, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been and each of the other Transaction Documents have been Document shall be on the Closing Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and constitute each other Transaction Document upon its execution on behalf of the legalCompany on the Closing Date, shall on the Closing Date constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate 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 Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SECDirectors, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its ’s Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents Warrants, each of the Lock-Up Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and Notes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants, the reservation for issuance and issuance of Interest Shares, if any, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, SEC of one or more Registration Statements in accordance with the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agenciesrequirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesCertificate of Designation, the WarrantsExchange Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Stockholders’ Agreement, the Security Documents (as defined below) Registration Rights Agreement and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Units and the WarrantsShares and, subject to the restrictions set forth in the Certificate of Designation and the Warrants and the effectiveness of the Authorized Share Increase, the reservation for issuance and and, subject to Section 1(f) of this Agreement, the issuance of the Conversion Shares Common Stock issuable pursuant to the terms upon conversion of the Notes Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have has been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. The Board of Directors of the Company has approved the Authorized Share Increase and has recommended approval thereof by the Company’s stockholders in accordance with its obligations under Section 4(l) of this Agreement. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Document and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Note and the WarrantsWarrant, and the reservation for issuance and the issuance of the Conversion Note Shares issuable pursuant to the terms upon conversion of the Notes and Note, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrant, and the granting of a security interest in the Collateral (as defined in the Security Agreement) have been duly authorized by the unanimous consent of all members of Company's Board (the Company’s Board of Directors “Board”) and (other than (i) the filing of a Form D appropriate UCC financing statements with the SEC, the Waiver (as defined in Section 6(vii)) appropriate states and other filings as may be required by state securities agenciesauthorities pursuant to the Security Agreement, and (ii) the filing with the Securities and Exchange Commission (the “SEC”) of one or more registration statements in accordance with the requirements of the Amended and Restated Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its the Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsConvertible Debentures, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant the Conversion Shares issuable upon exercise conversion of the Warrants Convertible Debentures), have been duly authorized by the unanimous consent Company's board of all members of the Company’s Board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governmental body (except such governmental filings and authorizations as are contemplated under the Registration Rights Agreement). 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, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Convertible Debentures, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Each of the Company and each of its Subsidiaries has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAmendment, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions SPA (as defined in Section 5(b)), the Security Documents (as defined belowamended hereby) and each of the other agreements to which it is a party or by which it is bound and which is entered into or amended by the parties hereto in connection with the transactions contemplated by this Agreement hereby and thereby (collectively, the “Transaction DocumentsOther Amendment Agreements”) and to issue the Securities in accordance with the terms hereof and thereof). The execution and delivery of this Agreement Amendment and the other Transaction Documents by the Company Other Amendment Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent respective boards of all members directors of the Company’s Board Company and each of Directors its Subsidiaries, and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, any of its Board Subsidiaries or any of Directors their respective boards of directors or its stockholdersshareholders. This Agreement Each of this Amendment and the other Transaction Documents have Other Amendment Agreements has been duly executed and delivered by the CompanyCompany and each of its Subsidiaries that is a party thereto, and constitute each of the legalAmendment, the SPA (as amended hereby) and the Other Amendment Agreements constitutes a valid and binding obligations obligation of the CompanyCompany and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Warrant Agreement (as defined in Section 5(b)7(b) hereof), the Security Documents Registration Rights Agreement (as defined belowin Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes Note and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes Warrants and the reservation for issuance and issuance of the Conversion Shares, issuable upon conversion of the Note, and the issuance of the Warrant Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC, the Waiver (as defined in Section 6(vii)) SEC and any other filings as may be required by any state securities agencies, the filing of requisite notice and/or application to the Nasdaq Capital Market (the “Principal Market”) for the issuance and sale of the Securities and the filings required by Section 4(j) of this Agreement) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,its

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents Voting Agreement (as defined belowin Section 4(q)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Common Shares and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors Directors, and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its 's Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The issuance of the Securities is within the scope of the general mandate granted to the Board by the Company’s shareholders at the Company’s annual general meeting held on 27 June 2014 to allot, issue, grant, distribute and otherwise deal with additional securities in the Company, not exceeding twenty percent of the issued share capital of the Company at the date of such resolution. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsSecurities, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have has been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by for the issuance of the Securities on the part of the Company, its Board except for the filing, consent or authorization in connection with the satisfaction of Directors the conditions in Sections 5(a) and (b) below and any required filings regarding the issuance or its stockholderslisting of additional securities with The Stock Exchange of Hong Kong Limited (the “SEHK”) or the New York Stock Exchange (the “NYSE”). This Agreement and the other Transaction Documents have been when duly executed and delivered by the Company, and Company constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Except as contemplated herein: (i) the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the September 2008 Warrants, and the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Amendments, the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Transaction (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the September 2008 Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of September 2008 Warrant Shares issuable upon exercise conversion of the September 2008 Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SECand, the Waiver (except as defined set forth in Section 6(vii5(c)) and other filings as may be required by state securities agencies) , no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This ; and (iii) this Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)5), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Common Shares and the Warrants, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant, have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and (with the exception of the Placement Agency Agreement, as to which the Company is expressing no view) constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability rights to indemnification hereunder or under the Registration Rights Agreement may be limited by general principles of equity applicable law and except as the enforcement hereof or applicable thereof may be limited by bankruptcy, insolvency, reorganization,, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the NotesCommon Shares, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Common Shares and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than (i) the filing of a Form D under Xxxxxxxxxx X xx xxx 0000 Xxx, (xx) the filing with the SECSEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (iii) such filings as are required by the Waiver Principal Market (as defined in Section 6(vii)below) and other (iv) such filings as may be required by state under applicable securities agencies) or “Blue Sky” laws of the states of the United States, no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and when delivered by the Company, and Company 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 equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) below), the Security Documents (as defined below) Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"TRANSACTION DOCUMENTS") and and, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this 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”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver SEC of one or more Registration Statements (as defined in Section 6(vii)the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and (other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,the

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Registration Rights Agreement (as defined in Section 5(b)), the Security Documents (as defined below6(a) hereof) and each of the other agreements (the forms of which are attached hereto) to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities Commitment Shares and the Purchase Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on or prior to the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesEquity Purchase Agreement, the Warrants, the Irrevocable Transfer Agent Instructions Registration Rights Agreement (as defined in Section 5(b)), the Security Documents (as defined below6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Equity Purchase Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be at the Closing, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as of the legalClosing, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)5), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions transaction contemplated by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Notes Offered Shares and the Warrants, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Shares, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement , except for the consent of Amphora Limited to the transaction contemplated herein and the other approval of such transaction by the Nasdaq Listings Qualification Department (which approval has already been obtained) (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) the Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Transaction Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Units in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors, and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)i) and other any filings as may be required by any state securities agencies, (ii) a Listing of Additional Shares Notification with the Principal Market (as defined below) and (iii) the Registration Statement (collectively, the “Required Filings”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,such

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesCertificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement, including, without limitation, that certain Share Purchase Agreement dated February 28, 2014 (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsPreferred Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Preferred Shares, have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations 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 have been amended.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) SEC and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)5), the Security Documents Lock-Up Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsNotes, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Notes, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under applicable state securities or Blue Sky laws (“Blue Sky Laws”) with respect to the transactions contemplated hereby, (ii) the filing with the SEC, SEC of one or more Registration Statements in accordance with the Waiver requirements of the Registration Rights Agreement and (iii) as defined in Section 6(vii)contemplated pursuant to Sections 4(i) and other filings as may be required by state securities agencies4(k) hereof, no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Purchase Agreement (as defined in Section 5(b)amended hereby), the Security Documents (as defined below) and each of the Notes (as amended hereby) and the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby and therebyhereby, includingby the Purchase Agreement (as amended hereby), without limitation, the issuance of by the Notes (as amended hereby) and by the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants other Transaction Documents have been duly authorized by the unanimous consent respective boards of all members directors of the Company’s Board of Directors Company and (other than the filing of a Form D with the SECSubsidiaries, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and constitute each of this Agreement, the legalPurchase Agreement (as amended hereby), the Notes (as amended hereby) and the other Transaction Documents constitutes a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

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

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)5), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and the Engagement Letter and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents and the other Transaction Documents Engagement Letter by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Common Shares and the Warrants, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors and (other than the filing of a Form D with the SECdirectors and, the Waiver (except as defined otherwise set forth in Section 6(vii)) and other filings as may be required by state securities agencies) this Agreement, no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents (other than the Warrants, which shall be executed and delivered on the Closing Date subject to the conditions set forth in this Agreement and in the other Transaction Documents) and the Engagement Letter have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"TRANSACTION DOCUMENTS") and and, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Purchased Shares and the Warrants, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants thereof have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesCertificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsPreferred Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Preferred Shares, have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations 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 have been amended.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the NotesAmended and Restated Debenture, each of the Warrantsother Amended Transaction Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Amended Transaction Documents by the Company and Parent have been duly authorized by each of the Company’s and Parent’s Board of Directors and the consummation by the Company and Parent of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Amended and Restated Debenture by the Warrants, and the reservation for issuance Company and the issuance of the Conversion Lender Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants by Parent, have been duly authorized by the unanimous consent Company’s Board of all members of the CompanyDirectors and Parent’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agenciesthe Bankruptcy Court in the Bankruptcy Proceedings) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders or Parent, its Board of Directors or its stockholders. This Agreement and the other Amended Transaction Documents have been duly executed and delivered by each of the CompanyCompany and Parent, and constitute the legal, valid and binding obligations of each of the CompanyCompany and Parent, enforceable against the Company and Parent in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into this Agreement and the other Transaction Agreements and to consummate the Transactions and otherwise to carry out its obligations hereunder and thereunder. The Seller has the requisite partnership power and authority to enter into and perform to consummate the Transactions and otherwise to carry out its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each obligations. Each of the other agreements entered into by Company’s and the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The Seller’s execution and delivery of this Agreement and the other Transaction Documents by the Company Agreements, and the consummation by the Company each of them of the transactions contemplated hereby and thereby, Transactions (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Purchased Units and the Warrants, Additional OP Units in accordance with the terms hereof and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Class A Unit Agreement) have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors necessary action and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization action is required by the Seller, the Company, its the Board of Directors, its Disinterested Directors or its stockholdersshareholders in connection herewith other than in connection with the Required Approvals. This Agreement and the other Transaction Documents have has been duly executed by each of the Company and the Seller and, when delivered by in accordance with the Companyterms hereof, and will constitute the legal, valid and binding obligations obligation of the CompanyCompany and the Seller, as applicable, enforceable against the Company and the Seller, as applicable, in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,for the Enforceability Exceptions.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the “Transaction Documents”) Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereofthereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Shares) have been duly authorized by all necessary corporate action on the unanimous consent of all members part of the Company’s Board of Directors , and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization corporate action is required by the Company, its Board of Directors or its stockholdersstockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and, assuming each of the Transaction Documents constitutes a valid and binding obligation of the other Transaction Documents have been duly executed and parties thereto, is, or when delivered by in accordance with the Companyterms hereof, and will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. Except as set forth on Schedule 3.1(c) hereto, there are no shareholder agreements, voting agreements, preferred investment terms, preemptive rights for existing shareholders, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, each of the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Notes (as defined in Section 5(b)amended hereby), the Security Documents Purchase Agreement (as defined belowamended hereby) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including, without limitationby the Notes (as amended hereby), the issuance of Purchase Agreement (as amended hereby) and by the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants other Transaction Documents have been duly authorized by the unanimous consent respective boards of all members directors of the Company’s Board of Directors Company and (other than the filing of a Form D with the SECSubsidiaries, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and constitute each of this Agreement, the legalNotes (as amended hereby), the Purchase Agreement (as amended hereby) and the other Transaction Documents constitutes a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below5 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”) "), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance and repayment of the Notes and the WarrantsNotes, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to upon conversion thereof, the terms issuance of the Notes Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by of the Company, its 's Board of Directors or its stockholdersshareholders. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

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

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities Purchased Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, Purchased Shares and the reservation for issuance of the Common Stock and the issuance of the Conversion Shares such Common Stock issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Purchased Shares, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, Company or its Board of Directors or its stockholdersother than the Required Stockholder Approval. This Agreement has been, and as of the Initial Closing Date each of the other Transaction Documents will have been been, duly executed and delivered by the Company, and constitute this Agreement constitutes, and as of the legalInitial Closing Date each of the other Transaction Documents will constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies (regardless of whether considered in a proceeding at law or in equity).

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the “Transaction Documents”) and including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Shares) have been duly authorized by all necessary corporate action on the unanimous consent of all members part of the Company’s Board of Directors , and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization corporate action is required by the Company, its Board of Directors or its stockholdersshareholders in connection therewith. This Agreement and Each of the other Transaction Documents has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, and or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts filed as exhibits to the Company’s SEC Reports, there are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and subsequent to the Merger (and subject to stockholder approval to the extent of issuances in excess of the Exchange Cap) perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been or will be duly authorized by the unanimous consent of all members of the Company’s Board of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and (effect and have not been modified or supplemented in any respect; and other than as shall be obtained in connection with consummation of the filing of a Form D with the SECMerger or as provided in this Agreement, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute the legalshall constitute, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the NotesIntercreditor Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the Notes (as amended hereby) and the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Buyer Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents Intercreditor Agreement by the Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including, without limitation, the issuance of by the Notes (as amended hereby) and by the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants other Buyer Transaction Documents have been duly authorized by the unanimous consent respective boards of all members directors of the Company’s Board of Directors Company and (other than the filing of a Form D with the SECSubsidiaries, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and constitute each of this Agreement, the legalIntercreditor Agreement, the Notes (as amended hereby) and the other Buyer Transaction Documents constitutes a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

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

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, each of the WarrantsRegistration Rights Agreements, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Pledge and Security Documents (as defined below) Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes Notes, and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants and the pledging and transfer of the Lumera Shares have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization corporate action is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesDebentures, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsDebentures, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to upon conversion thereof, the terms issuance of the Notes Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Buyer Note (as defined in amended by Section 5(b)), the Security Documents (as defined below1(a) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereofas may be further amended by Section 2(b) hereof). The execution and delivery of this Agreement and the other Transaction Documents by the Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, thereby and by the issuance of the Notes Buyer Note (as amended by Section 1(a) hereof and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants as may be further amended by Section 2(b) hereof) have been duly authorized by the unanimous consent respective boards of all members directors of the Company’s Board of Directors Company and (other than the filing of a Form D with the SECSubsidiaries, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and constitute each of this Agreement and the legal, Buyer Note (as amended by Section 1(a) hereof and as may be further amended by Section 2(b) hereof) constitutes a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, Warrants and the reservation for issuance and the issuance of the Conversion Shares, the Repayment Share, the Interest Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon conversion, issuance or exercise of thereof, as the Warrants case may be, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and Notes, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, except for post-closing Securities filings or notifications required to be made under federal or state securities laws. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or shareholders is necessary under applicable laws and the Company’s Articles of Incorporation and/or Bylaws (each 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 Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto 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 respect. The Company has delivered to the Investor a true and correct copy of such resolutions adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or shareholders is necessary under applicable laws and the Company’s Restated Certificate of Incorporation and/or By-laws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and Common Shares, the Warrants, issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver SEC of one or more Registration Statements (as defined in Section 6(vii)the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and (other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesSettlement Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement the Transaction Documents and the other Transaction Documents execution and filing of the Certificate of Designations by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Notes and the Warrants, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants conversion thereof, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required unanimously approved by the Company, its 's Board of Directors or its stockholders. This Directors, (iii) this Agreement, the Settlement Agreement and the other Transaction Documents Registration Rights Agreement have been duly executed and delivered by the Company, (iv) the Transaction Documents, upon execution and delivery thereof, will constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance Debentures and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the 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, the Waiver (as defined in Section 6(vii)) SEC and any other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing 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, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or 5

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsConvertible Debentures, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant the Conversion Shares issuable upon exercise conversion of the Warrants Convertible Debentures), have been duly authorized by the unanimous consent Company's board of all members of the Company’s Board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governmental 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, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation 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 Registration Rights Agreement, the Convertible Debentures, the Security Documents, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or shareholders is necessary under applicable laws and the Company’s Certificate 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 Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsIndenture, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to upon conversion of the Notes, the reservation for issuance and the issuance of the Interest Shares in accordance with the terms of the Indenture and the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors Directors, and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its ’s Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesBuyer Lock-Up Agreement, the Warrants, the Irrevocable Transfer Agent Instructions Executive Lock-Up Agreements (as defined in Section 5(b7(a)(iv)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Initial Purchased Common Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC, the Waiver (as defined in Section 6(vii)) SEC and any other filings as may be required by any United States state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined set forth in Section 6(vii3(e)) and other filings as may be required by state securities agencies) , no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC, the Waiver (as defined in Section 6(vii)) SEC and any other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,Transaction

Authorization; Enforcement; Validity. The Company Issuer has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Operative Documents and to issue the Securities Notes in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement and the other Transaction Operative Documents by the Company Issuer and the consummation by the Company Issuer of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsNotes, and the reservation for issuance issuance, and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares Stock issuable upon exercise conversion of the Warrants any Notes, have been duly authorized by the unanimous consent of all members of the CompanyIssuer’s Board of Directors and (other than the filing of a Form D with the SEC, SEC of one or more Registration Statements as may be required by federal and state securities laws with respect to the Waiver (as defined in Section 6(vii)) Issuer’s registration obligations under the Notes and other such filings as may be required by state securities agenciesand with the New York Stock Exchange LLC (the “Principal Market”) with respect to the transactions contemplated hereby), no further filing, consent, consent or authorization is required by the CompanyIssuer, its Board of Directors or its stockholdersstockholders is required. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyIssuer and is, and constitute upon execution and delivery of the other Operative Documents by the Issuer, each of the Operative Documents will be, the legal, valid and binding obligations of the CompanyIssuer, enforceable against the Company Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting creditors’ rights and remedies generally.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the “Transaction Documents”) Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereofthereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Shares) have been duly authorized by all necessary corporate action on the unanimous consent of all members part of the Company’s Board of Directors , and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization corporate action is required by the Company, its Board of Directors or its stockholdersstockholders in connection therewith other than in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, and or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application or insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, (ii) to the Company’s Knowledge, between or among any of the Company’s stockholders. Except as set forth on Section 3.1(c) of the Disclosure Schedule, the Company has not entered into, and does not have any current plans to enter into, any side letter, agreement or arrangement with any Purchaser in connection with the transactions contemplated by the Transaction Documents, other than the Letter Agreement, and each of the Purchasers is purchasing Shares on the same terms as all other Purchasers.

Authorization; Enforcement; Validity. The Except as contemplated herein: (i) the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SECand, the Waiver (except as defined set forth in Section 6(vii3(e)) and other filings as may be required by state securities agencies) , no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This ; and (iii) this Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SECand, the Waiver (except as defined set forth in Section 6(vii3(e)) and other filings as may be required by state securities agencies) , no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the “Transaction Documents”) and including, without limitation, to issue the Securities Preferred Shares in accordance with the terms hereof and thereofand, subject to Stockholder Approval, to issue the Underlying Shares in accordance with the Articles Supplementary. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Underlying Shares) have been duly authorized by all necessary corporate action on the unanimous consent of all members part of the Company’s Board of Directors , and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization corporate action is required by the Company, its Board board of Directors directors or its stockholdersstockholders in connection therewith other than in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, and or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Registration Rights Agreement (as defined in Section 5(b)), the Security Documents (as defined below6(a) hereof) and each of the other agreements entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Warrant Agreement (as defined in Section 5(b)4(f) hereof), the Security Documents Registration Rights Agreement (as defined belowin Section 6(a) hereof) and each of the other agreements to be entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrant and each of the other agreements to be entered into by the parties hereto in connection with on the transactions contemplated by Commencement Date and attached hereto as exhibits to this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, the Warrant Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)5), the Security Documents Lock-Up Agreements (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. thereof The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsNotes, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Notes, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under applicable state securities or Blue Sky laws of the United States ("Blue Sky Laws") with respect to the transactions contemplated hereby, (ii) the filing with the SEC, SEC of one or more Registration Statements in accordance with the Waiver requirements of the Registration Rights Agreement and (iii) as defined in Section 6(vii)contemplated pursuant to Sections 4(i) and other filings as may be required by state securities agencies4(k) hereof, no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into this Agreement and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyhereby and otherwise to carry out its obligations hereunder, the “Transaction Documents”) and including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the WarrantsShares), and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the unanimous consent of all members part of the Company’s Company and its Board of Directors Directors, and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization corporate action is required by the Company, its Board of Directors or its stockholdersshareholders in connection therewith, other than in connection with the Required Filings. This Agreement and the other Transaction Documents have has been duly executed and delivered by the Company, and assuming the due authorization, execution and delivery of this Agreement by the Purchaser, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company it in accordance with their respective its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,, moratorium, liquidation or similar Laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application; (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable Law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsShares), and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders or other governmental body, other than the approval of the Company’s shareholders, including, without limitation, as required by the applicable rules of the Nasdaq Stock Market for issuance of shares in excess of the Exchange Cap, and the approval of the TSX, as applicable. This Agreement has been, and the other Transaction Documents have been to which the Company is a party will be prior to the Effective Date, duly executed and delivered by the Company, and constitute each constitutes, or will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation 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 and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Issuer has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Operative Documents and to issue the Securities Notes in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement and the other Transaction Operative Documents by the Company Issuer and the consummation by the Company Issuer of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsNotes, and the reservation for issuance issuance, and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares Stock issuable upon exercise conversion of the Warrants any Notes, have been duly authorized by the unanimous consent of all members of the CompanyIssuer’s Board of Directors and (other than the filing of a Form D with the Securities and Exchange Commission (the “SEC, ”) of one or more registration statements as may be required by federal and state securities laws with respect to the Waiver (as defined in Section 6(vii)) Issuer’s registration obligations under the Notes and other such filings as may be required by state securities agenciesand with the New York Stock Exchange LLC (the “Principal Market”) with respect to the transactions contemplated hereby), no further filing, consent, consent or authorization is required by the CompanyIssuer, its Board of Directors or its stockholdersstockholders is required. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyIssuer and is, and constitute upon execution and delivery of the other Operative Documents by the Issuer, each of the Operative Documents will be, the legal, valid and binding obligations of the CompanyIssuer, enforceable against the Company Issuer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting creditors’ rights and remedies generally.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) SEC and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance offer and sale of the Notes Common Shares and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than (i) the filing of a Form D with the SECSEC relating to the offer and sale of the Securities pursuant to Regulation D, (ii) the Waiver filing of a Notice of Additional Listing with The Nasdaq Capital Market (as defined in Section 6(vii)the “Principal Market”) and (iii) any other filings as may be required by any state securities agenciesauthorities) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement and the Registration Rights Agreement have been, and the other Transaction Documents have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes Warrant and the Warrants, Warrant Shares (as defined below in Section 5(f)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and (other than the filing of a Form D with the SECeffect, the Waiver (have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except as defined set forth in Section 6(vii)) this Agreement, and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Secondary Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Warrant Agreement (as defined in Section 5(b)4(f) hereof), the Security Documents Registration Rights Agreement (as defined belowin Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) 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”"TRANSACTION DOCUMENTS") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Common Shares and the Warrants, Additional Investment Rights and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Additional Investment Right Shares issuable upon exercise of the Warrants thereof, have been duly authorized by the unanimous consent Company's board of all members of the Company’s Board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and, assuming due and effective authorization, execution and delivery by the Buyers, constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Stockholders Rights Agreement and the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Escrow Agreement and each of the any other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”"TRANSACTION DOCUMENTS") and to issue the Securities and Warrant Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Securities and the WarrantsWarrant Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than (i) the filing of a Form D with the SECSEC of one or more Registration Statements in accordance with the requirements of the Stockholders Rights Agreement, and (ii) all filings and reports relating to the Waiver (as defined in Section 6(vii)) offer and other filings as may be sale of the Securities required by state under applicable securities agenciesor "Blue Sky" laws of the states of the United States) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesEquity Purchase Agreement, the Warrants, the Irrevocable Transfer Agent Instructions Registration Rights Agreement (as defined in Section 5(b)), the Security Documents (as defined below6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to under the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Equity Purchase Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be at its respective Closing, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each other Transaction Document shall constitute as of its respective Closing, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. The Each Company Party has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the each Company Party, and the consummation by the each Company Party of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants thereby have been duly authorized by the unanimous consent such Company Party’s board of all members of the Company’s Board of Directors directors or other governing body, as applicable, and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Companysuch Company Party, its Board board of Directors directors or its stockholdersstockholders or other governing body, as applicable. This Agreement has been, and the other Transaction Documents have been will be prior to the Closing Date, duly executed and delivered by the Companyeach Company Party or its agent, and constitute each constitutes the legal, valid and binding obligations of the Companysuch Company Party, enforceable against the such Company Party in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby by each Company Party do not and shall not contravene or conflict with any provision of, or require any consents (except such consents as have already been received) under (1) any law, rule, regulation or ordinance, (2) the Company’s organizational documents; and/or (3) any agreement binding upon a Company Party or any of the Company Party’s properties, except in the case of (1) and (3) as would not reasonably be expected to have a Material Adverse Effect.

Authorization; Enforcement; Validity. The Company has the requisite all necessary power and authority to enter into execute, deliver and perform its obligations under this Agreement, Agreement and the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Registration Rights Agreement (collectively, the “Transaction Documents”) and to issue consummate the Securities in accordance with the terms hereof transactions contemplated hereby and thereofthereby. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsPurchased Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors (the “Board”) and (other than the filing with the SEC of a Form D with the SEC, the Waiver and one or more registration statements (as defined in Section 6(vii)the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors or its stockholdersstockholders . This Agreement has been duly and validly authorized, executed and delivered by the Company, and the other Transaction Documents have been duly and validly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company, Company and constitute the and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability the enforcement thereof may be limited by general principles of equity or applicable subject to (i) bankruptcy, insolvency, reorganization,, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to applicable creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and the Notes, the Warrants, the Irrevocable Transfer Agent Instructions Warrant (as defined in Section 5(b)), 7(b) hereof) and the Security Documents Registration Rights Agreement (as defined belowin Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company Buyer has the requisite corporate power and authority to enter into and perform its obligations under this Agreementthe Transaction Documents and, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each subject to receipt of the other agreements entered into by Required Stockholders Vote and the parties hereto in connection with effectiveness of the transactions contemplated by this Agreement (collectivelyAmendment, the “Transaction Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by Buyer and, subject to the Company and effectiveness of the Amendment, the consummation by the Company Buyer of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Buyer's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization in connection therewith is required by the CompanyBuyer, its Board of Directors or its stockholdersshareholders. This Agreement and the other The Transaction Documents to which Buyer is a party have been duly executed and delivered by the CompanyBuyer, and constitute the legal, valid and binding obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with their respective terms, subject to Bankruptcy and Equity Exception, and except as such enforceability that rights to indemnification and contribution thereunder may be limited by general principles virtue of equity public policy by federal or applicable bankruptcystate securities and banking laws. The Board of Directors of Buyer has (i) determined that the Contemplated Transactions are in the best interests of Buyer, insolvency(ii) approved this Agreement and the transactions contemplated hereby and (iii) subject to Section 7.01(b), reorganization,resolved to recommend (A) the approval of the increase in authorized capital stock of Buyer in connection with the Capital Raise and any other related amendments to Buyer's articles of incorporation, if applicable, in order to consummate the Contemplated Transactions by the stockholders of Buyer and (B) the Merger (the "Board Recommendation") at the Stockholders' Meeting.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Registration Rights Agreement, the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, SEC of one or more Registration Statements in accordance with the Waiver (as defined in Section 6(vii)) requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) ), no further filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Transaction Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes Notes, and the reservation for issuance and the issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under Blue Sky Laws with respect to the transactions contemplated hereby, (ii) the filing with the SECSEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and (iii) as contemplated pursuant to Section 5.7 hereof, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders in connection therewith. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, SEC of the Waiver prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (as defined in Section 6(vii)the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies, all of which shall be made prior to the Closing) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, thereby (including the issuance of the Notes and the Warrants, and the reservation for issuance Common Shares and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance Warrants and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors (the “Company Board”) and (the Special Committee and other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other any filings as may be required by applicable federal and state securities agencies) laws, no further filing, consent, consent or authorization is required by the Company, its the Company Board of Directors or its the Company’s stockholders. This Agreement has been, and the other Transaction Documents have been to be delivered on or prior to the Initial Closing, any Interim Closing, and the Second Closing, as the case may be, will be at or prior to the Initial Closing any Interim Closing, or the Second Closing, as the case may be, duly executed and delivered by the Company, and upon such execution 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 equity or applicable bankruptcy, insolvency, reorganization,Bankruptcy Exceptions.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsConvertible Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant the Conversion Shares issuable upon exercise conversion of the Warrants Convertible Notes), have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders (including, without limitation with respect to the issuance of Conversion Shares in accordance with the Convertible Note). 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, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(xii)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SEC, SEC of one or more Registration Statements in accordance with the Waiver (as defined in Section 6(vii)) requirements of the Registration Rights Agreement and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and Shares, the reservation for issuance and issuance of Warrant Shares issuable upon exercise Shares, and the granting of a security interest in the Warrants Collateral (as defined in the Security Agreement) have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing of a Form D with under Regulation D of the SEC, the Waiver 1933 Act and (as defined in Section 6(vii)iii) and other filings as may be required by applicable state securities agenciesblue sky laws) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b5 (b)), the Security Documents (as defined below) Subordination Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Notes, the Warrants and the Additional Warrants, if any, and the reservation for issuance and the issuance of the Conversion Shares,the Warrant Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Additional Warrant Shares issuable upon exercise of the Warrants Shares, if any, have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Subject to the obtaining of all consents from third parties pursuant to Section 4(q), the Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Transaction Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) to which it is a party and to issue the Securities Conversion Shares in accordance with the terms hereof and thereofof the Notes. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance amendment and restatement of the Notes and the WarrantsExisting Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes Notes, and the reservation for issuance and issuance granting of Warrant Shares issuable upon exercise of a security interest in the Warrants Collateral (as defined in the Security Documents) have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing of a Form D under Regulation D of the 1933 Act and (iii) the filing with the SEC, the Waiver (as defined in Section 6(vii)) SEC of one or more Registration Statements and any other filings as may be required by any state securities agenciesagency in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents to which the Company and/or any Subsidiary is a party have been duly executed and delivered by the CompanyCompany and/or such Subsidiary, as applicable, and constitute the legal, valid and binding obligations of the CompanyCompany and/or such Subsidiary, as applicable, enforceable against the Company and/or such Subsidiary, as applicable, in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants thereby have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of (i) a Form D with the SEC, the Waiver (as defined in Section 6(vii)) SEC and any other filings as may be required by any state securities agenciesagencies and (ii) the 8-K Filing (collectively, the “Required Filings and Approvals”), no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. Except as set forth in Schedule 3(b) there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the actual knowledge after reasonable inquiry of the Company’s chief executive officer, chief financial officer and general counsel, but without any obligation to conduct investigation of anyone outside of the Company or its Subsidiaries (collectively, the “Company’s Knowledge”), between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. The Company Each of the Companies has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), Senior Note Guaranty and the Security Documents (as defined below) Senior Convertible Note Guaranty and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Companies and the consummation by the Company Companies of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the ABX Holdings Senior Convertible Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the unanimous consent of all members part of the Company’s Board of Directors Companies, and (other than the filing of a Form D with the SEC, the Waiver (as defined set forth in Section 6(vii3(e)) and other filings as may be required by state securities agencies) , no further filing, consent, consent or authorization is required by either of the CompanyCompanies, its Board their respective Boards of Directors or its their respective stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the CompanyCompanies, and constitute the legal, valid and binding obligations of each of the Company, Companies enforceable against each of the Company Companies in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsRegistration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and Notes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the unanimous consent of all members of the Company’s Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined set forth in Section 6(vii3(e)) and other filings as may be required by state securities agencies) , no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the NotesWarrants, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent Company's board of all members of the Company’s Board of Directors directors and (other than the filing of a Form D with the SEC, SEC of one or more Registration Statements in accordance with the Waiver (as defined in Section 6(vii)) requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) ), no further filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsConvertible Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant the Conversion Shares issuable upon exercise conversion of the Warrants Convertible Notes), have been duly authorized by the unanimous consent of all members of the Company’s Board board of Directors directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders (including, without limitation with respect to the issuance of Conversion Shares in accordance with the Convertible Notes). 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, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Registration Rights Agreement, the Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Notes, the Shares and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms upon conversion of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the unanimous consent of all members of the Company’s 's Board of Directors and (other than the filing of a Form D with the SECand, the Waiver (except as defined set forth in Section 6(vii3(e)) and other filings as may be required by state securities agencies) , no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes and the Warrants, Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable pursuant to the terms of the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the unanimous consent of all members pricing committee of the Company’s Board of Directors Directors, (iii) this Agreement has been, and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 6(vii)) and other filings as may be required by state securities agencies) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. 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 (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate 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 Commitment Shares and the issuance of the Purchase Shares.