Common use of Authorization; Enforcement; Validity Clause in Contracts

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) below), the Registration Rights Amendment, the Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes, was recommended to the Company’s Board of Directors by the Special Committee and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Company's ’s Board of Directors (other than the directors that were duly appointed by Buyer or its affiliates, each of whom abstained from participating in the consideration of the terms and conditions of the Transaction Documents in their capacities as directors,) and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (iThe Seller(s) The and the Company has have the requisite corporate power and authority to enter into and perform their obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 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 Transaction Documents in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Seller(s) and the Certificate of Designations by the Company Company, and the consummation by it the Seller(s) and the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, thereby have been duly authorized consented to by the Company's Board ’s board of Directors directors or other governing body, as applicable, and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, (iii) and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Seller(s) and the Company, (iv) and constitutes the Transaction Documents constitute the legal, valid and binding obligations of the Company Seller(s) and Company, enforceable against the Company each in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Date, other agreements and instruments entered into or delivered by any of the Certificate of Designations has been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Guaranty to which it is a party and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement to which the Company is a party (such documents, and together with the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Subordination Agreement (as defined in Section 7(l) below), and each of the other agreements to be entered into in connection with the transactions contemplated by this Agreement, collectively, the "TRANSACTION DOCUMENTS"“Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by to which the Company is a party and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, thereby have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents to which the Company is a party have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Agreement (as defined in Section 56(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 DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion thereofunder this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Transaction Documents have been Commencement Date, duly executed and delivered by the Company, Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Transaction Documents constitute Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (ia) The Company D-Wave has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 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 thereofTransaction Documents, (iib) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company D-Wave and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, thereby have been duly authorized by the Company's D-Wave’s Board of Directors and no further consent or authorization is required by the CompanyD-Wave, its Board of Directors or its stockholdersstockholders (except as provided in this Agreement), (iiic) 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 D-Wave and (d) each of this Agreement and the CompanyRegistration Rights Agreement constitutes, (iv) the and each other Transaction Documents constitute Document upon its execution on behalf of D-Wave, shall constitute, the valid and binding obligations of the Company D-Wave enforceable against the Company D-Wave in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of D-Wave’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and (v) prior D-Wave’s organizational documents and bylaws to authorize the Closing Date, the Certificate of Designations has been filed with the Secretary of State execution and delivery of the State Transaction Documents or any of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termstransactions contemplated thereby.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Agreement (as defined in Section 56(a) hereof) and each of the other agreements to be entered into by the parties hereto in connection with on the transactions contemplated by Commencement Date and attached hereto as exhibits to this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion thereofunder this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Transaction Documents have been Commencement Date, duly executed and delivered by the Company, Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Transaction Documents constitute Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Note, the Warrant, the Registration Rights Agreement, its obligations pursuant to the Irrevocable Transfer Agent Instructions (as defined in Section Article 5) ), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation the issuance of the Preferred Shares Note and the Warrant, and the reservation for issuance and the issuance of the Conversion Exchange Shares and the Warrant Shares issuable upon conversion exchange or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, ; (iii) the Transaction Documents have been duly executed and delivered by the Company, ; and (iv) the Transaction Documents constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement; Validity. (iThe Seller(s) The Company has and the Corporation have the requisite corporate power and authority to enter into and perform their obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 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 Transaction Documents in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Seller(s) and the Certificate of Designations by the Company Corporation, and the consummation by it the Seller(s) and the Corporation of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, thereby have been duly authorized consented to by the Company's Board Corporation’s board of Directors directors or other governing body, as applicable, and no further filing, consent or authorization is required by the CompanyCorporation, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, (iii) and the other Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the CompanySeller(s) and the Corporation, (iv) and constitutes the Transaction Documents constitute the legal, valid and binding obligations of the Company Seller(s) and Corporation, enforceable against the Company each in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and (v) prior to each of the Closing Date, other agreements and instruments entered into or delivered by any of the Certificate of Designations has been filed parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Additional Investment Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Common Shares and the Additional Investment Rights and the reservation for issuance and the issuance of the Conversion Additional Investment Right Shares issuable upon conversion thereof, exercise thereof have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Common Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereof, exercise of the Warrants have been duly authorized by the Company's Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its 's Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Pledge and Security Agreement among the Company and the Buyers dated the date hereof (the "SECURITY AGREEMENT"), and each of the other 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. Except as set forth on Schedule 3(b), (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Debentures, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Debentures, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and other than filings with "Blue Sky" authorities as required therein) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreements, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Agreements (as defined in Section 56(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Equity Purchase Agreements, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) the this Agreement has been, and each other Transaction Documents have been Document shall be at its respective Closing, duly executed and delivered by the Company, Company and (iv) the this Agreement constitutes, and each other Transaction Documents Document shall constitute as of its respective Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Agreement and each of the other agreements entered into by the parties on the Closing Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and and, subject to stockholder approval of the Reverse Split, to issue the Acquired Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and limitation, the reservation for issuance and the issuance of the Conversion Purchased Shares issuable under this Agreement and the shares of Common Stock issuable upon conversion thereofexercise of the Ancillary Warrant, have been duly authorized by the Company's Board of Directors subject to and no further consent or authorization is required by effective upon stockholder approval of the Company, its Board of Directors or its stockholders, Reverse Split (iii) this Agreement has been, and each other Transaction Document shall be on the Transaction Documents have been Closing Date, duly executed and delivered by the Company, Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Transaction Documents constitute Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Series A Stock and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, of the Series A Stock and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement,, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes, was recommended to the Company’s Board of Directors by the Special Committee and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Company's ’s Board of Directors (other than the directors that were duly appointed by Buyer or its affiliates, each of whom abstained from participating in the consideration of the terms and conditions of the Transaction Documents in their capacities as directors,) and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) ), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and PAGE thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereof, exercise of the Warrant have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the "TRANSACTION DOCUMENTS")including, and without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofand, (ii) subject to Stockholder Approval, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of each of the Transaction Documents and the Certificate of Designations by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitation but not limited to, the issuance sale and delivery of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its stockholders, (iii) stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, (iv) or when delivered in accordance with the Transaction Documents terms hereof, will constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) prior 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 Closing DateCompany’s capital stock to which the Company is a party or, to the Certificate of Designations has been filed with the Secretary of State Company’s Knowledge, between or among any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany’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 Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Notes, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions expressly contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Debentures and the Warrants and the reservation for issuance and the issuance of the Conversion Shares, the Repayment Shares, the Interest Shares and the Warrant Shares issuable upon conversion conversion, issuance or exercise thereof, as the case may be, in each case as contemplated by, in accordance with the terms of and subject to the limitations contained in the Transaction Documents, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementCertificate of Designation for the Series E Preferred Stock, and the Irrevocable Transfer Agent Instructions (as defined in Section 5) Warrants, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofWarrants, have been duly authorized by the Company's Board of Directors Board, and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of creditors' ’ rights and remediesremedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) prior to the Closing Date, the Certificate insofar as indemnification and contribution provisions may be limited by applicable law or by principles of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termspublic policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS")Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion thereofunder this Agreement, have been duly authorized by the Company's ’s Board of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect; and except as set forth in this Agreement, and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Transaction Documents have been Commencement Date, duly executed and delivered by the Company, Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Transaction Documents constitute Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the "TRANSACTION DOCUMENTS")including, and without limitation, to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The Company’s execution and delivery of each of the Transaction Documents and the Certificate of Designations by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitation but not limited to, the issuance sale and delivery of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, Shares) have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board board of Directors directors or its stockholders, (iii) stockholders in connection therewith. Each of the 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, (iv) or when delivered in accordance with the Transaction Documents terms hereof, will constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) prior insofar as indemnification and contribution provisions may be limited by applicable law. There are no stockholder agreements, voting agreements, or other similar arrangements with respect to the Closing DateCompany’s capital stock to which the Company is a party or, to the Certificate of Designations has been filed with the Secretary of State Company’s Knowledge, between or among any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany’s stockholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 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 DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Notes, the reservation for issuance and issuance of Interest Shares, if any, have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of Section 9) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) shareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5.2), the B Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS")) and, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Purchased Shares and the B Warrant, and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware state securities laws and will be in full force and effect, enforceable against the Company in accordance with its termspublic policy consideration.

Authorization; Enforcement; Validity. (i) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereof, exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and and, except as set forth in Section 3(f), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, ; and (iii) this Agreement and the other Transaction Documents of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) ), the Notes, the Security Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, stockholders (iii) except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of Conversion Shares greater than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Closing Date (the "Nasdaq 19.99% Rule")). The Transaction Documents have been duly executed and delivered by the Company, (iv) the . The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) below), the Registration Rights Agreement, the Notes, the Security Documents and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Note and the granting of the Mortgages, the Guarantees and the security interest in the Real Property Collateral (as defined in the Notes) have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereofexercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company PrivateCo has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Securities Escrow Agreement, the Irrevocable Transfer Agent Instructions Lock-Up Agreements (as defined in Section 58(xiii)), the Leak-Out Agreements (as defined in Section 8(xxii)) and each of the other agreements entered into by the parties hereto PrivateCo in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “PrivateCo Transaction Documents”) and to issue the Securities Purchased Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other PrivateCo Transaction Documents and the Certificate of Designations by the Company PrivateCo and the consummation by it PrivateCo of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofPurchased Shares, have been duly authorized by the Company's PrivateCo’s Board of Directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), no further filing, consent or authorization is required by the CompanyPrivateCo, its Board of Directors or its stockholders, (iii) members. This Agreement and the other PrivateCo Transaction Documents have been duly executed and delivered by the CompanyPrivateCo, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company PrivateCo, enforceable against the Company PrivateCo in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement; Validity. (i) The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Purchase Agreement (as defined in Section 5amended hereby) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the Transaction Documents. The execution and delivery of the Transaction Documents and the Certificate of Designations this Agreement by the Company and the Subsidiaries and the consummation by it of the transactions contemplated hereby hereby, by the Purchase Agreement (as amended hereby) and thereby, including without limitation by the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, other Transaction Documents have been duly authorized by the Company's Board respective boards of Directors directors of the Company and the Subsidiaries, and no further consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its stockholders, (iii) the Transaction Documents have shareholders. This Agreement has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and each of this Agreement, the Purchase Agreement (ivas amended hereby) and the other Transaction Documents constitute the constitutes a valid and binding obligations obligation of each of the Company and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and its obligations under 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 and sell the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance and repayment of the Preferred Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofthereof and the registration for resale of the Registrable Securities (as such term is defined in the Registration Rights Agreement), have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the Commission 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 of the Company, its Company’s Board of Directors or its stockholders, (iii) the shareholders. The Transaction Documents have been duly executed and delivered by the Company, (iv) the . The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except (i) as rights to indemnification and contribution may be limited by federal or state securities laws and policies underlying such laws and (ii) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement; Validity. (i) The Subject to approval by the Company’s Board of Directors with respect to the issuance of the Warrants, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) ), the Registration Rights Agreement, the Notes, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, of the Note and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and and, except for the Stockholder Approval (as defined in Section 4(r) below), no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights AgreementCertificate of Designation of Rights, Priviliges, Preferences and Restrictions (the Irrevocable Transfer Agent Instructions (as defined in Section 5"Certificate of Designation") and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof, respectively, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, ; (iii) the Transaction Documents have been duly executed and delivered by the Company, ; (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, ; and (v) prior to the Closing Date, the Certificate of Designations Designation, or a comparable document as required by the laws of the State of Hawaii, has been filed with the Secretary Department of State Commerce and Consumer Affairs of the State of Delaware Hawaii and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreements and the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Agreements (as defined in Section 56(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Commitment Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Equity Purchase Agreements, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) the this Agreement has been, and each other Transaction Documents have been Document shall be at its respective Closing, duly executed and delivered by the Company, Company and (iv) the this Agreement constitutes, and each other Transaction Documents Document shall constitute as of its respective Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Preferred Shares, have been duly authorized by the Company's ’s Board of Directors and no approval by the Company’s stockholders is required, and other than as set forth in Section 3.5, no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) stockholders in connection herewith or therewith. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Escrow Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and therebyhereby, including without limitation the issuance of the Preferred Shares Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, of the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and and, except for the approval of the stockholders of the Company as contemplated by SECTION 6.12, no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the . The Transaction Documents have been duly executed and delivered by the Company, (iv) the . The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Note, the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Units and the Note and the Warrant comprising the Units, the reservation for issuance and the issuance of the Conversion Note Shares and the Warrant Shares issuable upon conversion thereofof the Note or exercise of the Warrant, as the case may be, have been duly authorized by the Company's Board of Directors and other than as set forth in Section 3(e), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Indenture, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Notes, have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the valid 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 55(b)), the Warrants, the Lock-Up Agreements (as defined in Section 3(yy)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Common Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereof, exercise of the Warrants have been duly authorized by the Company's Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its 's Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement delivered pursuant to Section 4.4(b) hereof, the Amended Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Warrant, the Amended Warrant Agreement and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities and, the Exchange Shares , the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation the issuance of the Preferred Shares and the reservation for issuance limitation, and the issuance of the Conversion Shares issuable upon conversion thereofSecurities and Exchange Shares, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) stockholders or from any Person other than the Purchaser. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware state securities laws and will be in full force and effect, enforceable against the Company in accordance with its termspublic policy consideration.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereofexercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions other Transaction Documents (as defined in Section 5below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, Shares) have been duly authorized by the Company's Board ’s board of Directors and directors, and, except for the Court Order, no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, (iii) and the other Transaction Documents have been will be prior to the consummation of the transactions contemplated hereby, duly executed and delivered by the Company, (iv) and each constitutes the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. “Transaction Documents” means, and (v) prior to the Closing Datecollectively, this Agreement, the Certificate Irrevocable Transfer Agent Instructions (as defined below) and each of Designations has been filed the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite ------------------------------------ corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Agreement (as defined in Section 56(a) hereof) the Warrants 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 DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion thereofunder this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Transaction Documents have been Commencement Date, duly executed and delivered by the Company, Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Transaction Documents constitute Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Common Shares, the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, 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 Company's Board of Directors and, subject to obtaining the Stockholder Approval (as defined below) and except as set forth in Section 3(e), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares Convertible Notes and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares upon conversion of the Convertible Notes and issuance of the Warrant Shares issuable upon conversion thereof, exercise of the Warrants) have been (i) duly authorized by the Company's Board ’s board of Directors directors and (ii) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders or other governing body of the Company (other than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities). This Agreement has been, (iii) and the other Transaction Documents have been will be prior to the Closing, duly executed and delivered by the Company, (iv) and each constitutes the Transaction Documents constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, remedies and (v) prior except as rights to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware indemnification and will to contribution may be in full force and effect, enforceable against the Company in accordance with its termslimited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by its obligations under this Agreement and the License Agreement (collectively, the "TRANSACTION DOCUMENTS"“Transaction Documents”), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofunder this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Transaction Documents have been Effective Date, duly executed and delivered by the Company, Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Transaction Documents constitute Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. 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 (v) prior the Company’s Certificate of Incorporation and/or Bylaws to authorize the Closing Dateexecution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the Certificate of Designations has been filed with the Secretary of State issuance of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsShares.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 55(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion conversion, issuance or exercise thereof, as the case may be, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior except that any rights to indemnity or contribution under the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware Transaction Documents may be limited by federal and will be in full force state securities laws and effect, enforceable against the Company in accordance with its termspublic policy considerations.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by its obligations under this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations this Agreement by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, Securities) have been duly authorized by the Company's Board ’s board of Directors and directors and, other than the filing with the Commission of the Prospectus, no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its stockholders, stockholders or other governing body or regulatory authority. This Agreement has been (iiior upon delivery will have been) the Transaction Documents have been duly executed and delivered by the CompanyCompany and when delivered in accordance with the terms hereof and thereof, (iv) the Transaction Documents will constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. There are no stockholder agreements, and (v) prior voting agreements, or other similar arrangements with respect to the Closing DateCompany’s capital stock to which the Company is a party or, to the Certificate of Designations has been filed with the Secretary of State Company’s knowledge, between or among any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany’s stockholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementWarrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, subject to the approval of the American Stock Exchange (iithe “Principal Market”) to permit the Securities to be issued in compliance with applicable rules of the Principal Market. The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Common Shares and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereof, exercise of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Debentures, the Warrant, the Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Debentures and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofWarrant, have been duly authorized by the Company's Board of Directors Board, and no further consent or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of creditors' ’ rights and remediesremedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) prior to the Closing Date, the Certificate insofar as indemnification and contribution provisions may be limited by applicable law or by principles of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termspublic policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Agreement (as defined in Section 56(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion thereofunder this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders, (iii) the this Agreement has been, and each other Transaction Documents have been Document shall be at its respective Commencement, duly executed and delivered by the Company, Company and (iv) the this Agreement constitutes, and each other Transaction Documents Document shall constitute as of its respective Commencement, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Put Option Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) ), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereof, exercise of the Warrant and the Common Shares issuable pursuant to the Put Option Agreement have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company and its Subsidiary has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "TRANSACTION DOCUMENTS"), Transaction Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of each of the Transaction Documents and the Certificate of Designations by to which the Company is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitation but not limited to, the issuance sale and delivery of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, Shares) have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization is corporate authorizations are required by the Company, its Board of Directors or its stockholders, (iii) stockholders in connection therewith other than in connection with the Required Stockholder Approvals. Each of the 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, (iv) or when delivered in accordance with the Transaction Documents terms hereof, will, constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application or insofar as indemnification and contribution provisions may be limited by applicable law. Except as set forth on Schedule 3.1(c) of the Disclosure Schedules, and (v) prior there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against Company’s capital stock to which the Company in accordance with its termsis a party.

Authorization; Enforcement; Validity. (i) The Company Sonnet has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Securities Escrow Agreement, the Irrevocable Transfer Agent Instructions Lock-Up Agreements (as defined in Section 58(xi)), the Leak-Out Agreements (as defined in Section 8(xx)) and each of the other agreements entered into by the parties hereto Sonnet in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Sonnet Transaction Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Sonnet Transaction Documents and the Certificate of Designations by the Company Sonnet and the consummation by it Sonnet of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofCommon Shares, have been duly authorized by the Company's Sonnet’s Board of Directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), no further filing, consent or authorization is required by the CompanySonnet, its Board of Directors or its stockholders, (iii) . This Agreement and the other Sonnet Transaction Documents have been duly executed and delivered by the CompanySonnet, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company Sonnet, enforceable against the Company Sonnet in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under each of this Agreement, Agreement and the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto Agreement in connection with the transactions contemplated by this Agreement hereby and thereby (collectively, the "TRANSACTION DOCUMENTS"“Transaction Documents”), and to issue and deliver the Securities in accordance with the terms hereof and thereof, (ii) of the other Transaction Documents. The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofSecurities, have been duly authorized by the Company's Board of Directors of the Company (the “Company Board”) and no further consent or authorization is required by the Company, its Board of Directors Company or its stockholders, (iii) . This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar laws relating to, or affecting generallycreditors’ rights generally and general principles of equity. As of the Closing, the enforcement Transaction Documents dated after the date of creditors' rights this Agreement and remedies, and (v) on or prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State date of the State Closing shall have been duly executed and delivered by the Company and shall constitute the legal, valid and binding obligations of Delaware and will be in full force and effectthe Company, enforceable against the Company in accordance with its their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "TRANSACTION DOCUMENTS"), Transaction Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The Company’s execution and delivery of each of the Transaction Documents and the Certificate of Designations by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitation but not limited to, the issuance sale and delivery of the Preferred Shares and the reservation for issuance and the subsequent issuance of shares of Series A-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares issuable upon conversion thereof, Shares) have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its stockholders, (iii) stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, (iv) or when delivered in accordance with the Transaction Documents terms hereof, will constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware insofar as indemnification and will contribution provisions may be in full force and effect, enforceable against the Company in accordance with its termslimited by applicable law.

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

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions other Transaction Documents (as defined in Section 5below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, Shares) have been duly authorized by the Company's Board ’s board of Directors and directors, and, except for the Court Order, no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, (iii) and the other Transaction Documents have been will be prior to the consummation of the transactions contemplated hereby, duly executed and delivered by the Company, (iv) and each constitutes 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 applicable creditors' ’ rights and remedies. “Transaction Documents” means, and (v) prior to the Closing Datecollectively, this Agreement, the Certificate Irrevocable Transfer Agent Instructions (as defined below) and each of Designations has been filed the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the Secretary of State of the State of Delaware transactions contemplated hereby and will thereby, as may be in full force and effect, enforceable against the Company in accordance with its termsamended 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 each of this Agreement, the Pre-Funded Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5below) and each of the other agreements to which it is a party or by which it is bound and which is entered into by the parties hereto in connection with the transactions contemplated by this Agreement hereby and thereby (collectively, the "TRANSACTION DOCUMENTS"“Transaction Documents”), and to issue (and reserve for issuance, in the case of the Warrant Shares) and deliver the Securities in accordance with the terms hereof and thereof, (ii) of the other Transaction Documents. The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofSecurities, have been duly authorized by the Company's Company Board of Directors and no further consent or authorization is required by the Company, its stockholders or the Company Board (including pursuant to the rules of Directors or its stockholders, (iii) the principal Trading Market). This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement creditors’ rights generally and general principles of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsequity.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by its obligations under this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereofhereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations this Agreement by the Company and the consummation by it of the transactions transaction contemplated hereby and therebyhereby, including without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofSecurities under this Agreement, have been duly authorized by the Company's ’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws, and no do not require further consent or authorization is required by the Company, its Board of Directors Directors, except as set forth in this Agreement, or its stockholders, (iii) the Transaction Documents have this Agreement has been duly executed and delivered by the Company, Company and (iv) the Transaction Documents constitute this Agreement constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, remedies and (vz) prior public policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to the Closing Dateindemnification, the Certificate contribution or exculpation. The Board of Designations has been filed with the Secretary of State Directors of the State of Delaware Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and will be the transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any material respect. The Company has delivered to the Company in accordance with its termsBuyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Certificate of Designations and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities Preferred Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of a Form D and the 8-K Filing, the filing of the Certificate of Designations with the Secretary of State of Delaware, and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to . On or before the Closing DateClosing, the Certificate of Designations has in the form attached hereto as Exhibit A 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 termsterms and will not have been amended.

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

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Designation, the Registration Rights Agreement, the Escrow Agreements, the Irrevocable Transfer Agent Instructions (as defined in Section 55(b) 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, subject to the listing of the Common Shares in compliance with the rules and regulations of the Principal Market (as defined in Section 3(n) hereof) to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Closing Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofof the Series A-1 Preferred Stock, as the case may be, have been duly authorized by the Company's Board board of Directors and directors of the Company (the “Board”), and, except as set forth in Section 3(e), no further consent or authorization is required by the Company, its the Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware state securities laws and will be in full force and effect, enforceable against the Company in accordance with its termspublic policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementCertificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 55(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion thereof, exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the . The Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be is in full force and effect, enforceable against the Company in accordance with its termsterms and has not been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) 5(b)), the Voting Agreements, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, (i) the issuance of the Preferred Shares Debentures and the Warrants, (ii) the reservation for issuance issuance, and the issuance issuance, of the Conversion Shares issuable upon conversion thereofof the Debentures, and (iii) the reservation for issuance, and the issuance, of Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's Board of Directors and other than as set forth in Section 3(e), no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, to consummate the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) transactions contemplated hereby and by each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyTransaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the "TRANSACTION DOCUMENTS")including, and without limitation, to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The Company’s execution and delivery of each of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, thereby have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its stockholders, (iii) shareholders in connection therewith. Each of the Transaction Documents has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, (iv) or when delivered in accordance with the Transaction Documents terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (viii) prior 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 Closing DateCompany’s capital stock to which the Company is a party or, the Certificate of Designations has been filed with the Secretary of State between or among any of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its termsCompany’s shareholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights AgreementNotes, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Security Documents and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents") and the Agreement and Plan of Merger, by and among the Buyer, DFTW Merger Sub, Inc. and the Company, dated July 7, 2008 (the “Merger Agreement”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and granting of a security interest in the issuance of Collateral (as defined in the Conversion Shares issuable upon conversion thereof, Security Documents) have been duly authorized by the Company's Board of Directors and other than as set forth in Section 3(e), no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) . This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTSTransaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the Certificate execution and filing of Designations the Articles of Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) the . The Transaction Documents have been duly executed and delivered by the Company, (iv) the . The Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation insolvency or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Articles of Amendment, and (v) which shall have been filed prior to the Initial Closing Date, the Certificate of Designations has been filed with the Secretary of Virginia State of the State of Delaware and will Corporation Commission, shall thereafter be in full force and effect, enforceable against the Company in accordance with its termstheir terms and shall not have been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 55(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS")“Transaction Documents”) and under any applicable laws, including without limitation, the rules and regulations of the Principal Market (as defined below) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Preferred Shares Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, of the Notes and exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement has been, (iii) and the other Transaction Documents have been will be, duly executed and delivered by the Company, (iv) the Transaction Documents 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, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS")Transaction Documents, and to issue the Securities Purchased Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Preferred Purchased Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereofpursuant to this Agreement, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement has been and each of the other Transaction Documents have been shall be on the Closing Date, duly executed and delivered by the Company, Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Transaction Documents constitute Company shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, . The Board of Directors of the Company has approved and (v) prior to the Closing Dateauthorized this Agreement, the Certificate of Designations has been filed with other Transaction Documents and the Secretary of State of the State of Delaware transactions contemplated hereby and will be thereby. Such resolutions are valid, in full force and effecteffect and have not been materially modified or supplemented in any respect. Except as set forth in this Agreement, enforceable against no other approvals or consents of the Company in accordance with its termsCompany’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation, and/or the Bylaws, to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchased Shares.