Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with 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 except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and 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, subject to the conditions herein. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares of Common Stock) have Securities, has been duly authorized by the Company’s board of directors Board and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by for the issuance of the Securities on the part of the Company, its subsidiariesexcept for the filing, their respective boards consent or authorization in connection with the satisfaction of directors the conditions in Sections 5(a), (b) and (c) below and any required filings regarding the issuance or their stockholders listing of additional securities with The Stock Exchange of Hong Kong Limited (the “SEHK”) or other governing bodythe New York Stock Exchange (the “NYSE”). This Agreement has been and the other Transaction Documents when duly executed and delivered by the Company, and constitutes Company constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Convertible Debentures, the reservation for issuance and issuance of Common Stock) the Conversion Shares issuable upon conversion of the Convertible Debentures, have been duly authorized by the Company’s 's board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their its stockholders or other governing governmental body. This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Debentures, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Investor Rights Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares Membership Interests and the Warrants and the reservation for issuance and the issuance of Common Stock) the Warrant Interests issuable upon exercise of the Warrant have been duly authorized by the Company’s board Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Convertible Debentures, the reservation for issuance and issuance of Common Stock) the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their its stockholders or other governing governmental body. This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations and the other Transaction Documents to which it is a party and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares of Common Stock) Shares, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsBoard”)) , and no further filing, consent or authorization is required by the Company, its subsidiariesBoard or its stockholders (other than, their respective boards solely with respect to the conversion of directors or their stockholders or other governing bodythe Preferred Stock into Common Stock, the stockholder approval contemplated by Section 4(g) for the issuance of the Conversion Shares). This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Registration Rights Agreement and to issue the Securities Purchased Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitation, including the issuance of the shares of Common Stock) Purchased Shares, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsBoard of Directors”)) no . No further filing, corporate consent or authorization is required by the Company, its subsidiariesthe Board of Directors or the Company’s stockholders in connection with the execution and delivery by the Company of this Agreement and the Registration Rights Agreement and the performance of the Company’s obligations hereunder and thereunder, their respective boards including the issuance of directors or their stockholders or other governing bodythe Purchased Shares. This Agreement has and the Registration Rights Agreement have been duly executed and delivered by the Company, Company and constitutes constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its 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 Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Stock Pledge Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Note, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and Company (y) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsBoard”)) , and no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company, Company and the consummation by the Company it of the transactions contemplated hereby (includingand thereby, including without limitation, the issuance of the shares of Common Stock) Securities pursuant to this Agreement, have been duly authorized by the Company’s board of directors Required Board Approvals and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, the Board of Directors or its subsidiariesstockholders, their respective boards (iii) this Agreement and each of directors or their stockholders or the other governing body. This Agreement Transaction Documents has been duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and constitutes each other Transaction Document upon its execution and delivery on behalf of the legalCompany shall constitute, the valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its their respective terms, except (A) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (C) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities lawapplicable Law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and to issue the Securities in accordance with the terms hereof and thereofthereunder. The execution and delivery of this Agreement each of the Transaction Documents to which it is a party by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the shares of Common StockShares) have been been, or will be prior to the Closing, duly authorized by all necessary corporate action on the part of the Company’s board of directors , and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization corporate action is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the CompanyCompany and is, and constitutes or when delivered in accordance with the terms hereof, will, constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with 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 applicable of, creditors’ rights and remedies and except or by other equitable principles of general application or insofar as rights to indemnification and to contribution provisions may be limited by federal applicable Legal Requirements. Except for the Investor Agreements, there are no shareholder agreements, voting agreements, or state securities lawother similar arrangements with respect to the Company’s capital stock to which the Company is a party.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Convertible Notes and the issuance of Common Stockthe Warrants and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)ii) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their its stockholders or other governing bodybody of the Company (other than the filing of one or more Piggyback Registration Statements and a Form D with the SEC and any other filings as may be required by any state securities agencies). This Agreement has been been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Exchange Transaction Document and to issue the Securities Exchange Common Shares and the Exchange Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Exchange Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares Exchange Common Shares and the Exchange Note, the reservation for issuance and the issuance of Common Stock) the Exchange Conversion Shares issuable upon conversion of the Exchange Note have been duly authorized by the Company’s board Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”set forth in Section 5(e)) no further filing, consent consent, or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement Each Exchange Transaction Document has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with 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 except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Convertible Debentures, the reservation for issuance and issuance of Common Stock) the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their stockholders its shareholders or other governing governmental body. This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, and the Irrevocable Transfer Agent Instructions.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) have has been duly authorized by the Company’s board of directors and (other than (xi) the filing with the SEC of the prospectus supplement to the (A) one or more Registration Statement, which shall occur on the date hereof Statements and (yB) the 8-K Filing (as defined below), (E) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsApprovals”)) no further filing, consent or authorization is required by the Company, its subsidiariesSubsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been will be duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with 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 except as rights to indemnification and to contribution may be limited by federal or state securities lawlaw and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under each of this Agreement and the Indenture and to issue the Securities and, if applicable, the Conversion Shares, in accordance with the terms hereof and thereof. The execution and delivery of the this Agreement and the Indenture by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance and sale of the shares Securities and the issuance of Common Stock) the Conversion Shares, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their stockholders or other governing bodyits stockholders. This Agreement has been duly authorized, executed and delivered by the Company and is, and upon execution and delivery of this Agreement and the Indenture to be executed on the First Closing Date by the Company, each of this Agreement and constitutes the Indenture will be, the legal, valid and binding obligation obligations of the Company, enforceable against the Company it in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares Warrants, the issuance of Common Stock) the Warrant Shares upon exercise of the Warrants, have been duly authorized by the Company’s board Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent consent, or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits shareholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes shall constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Convertible Debentures, the reservation for issuance and issuance of Common Stock) the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Company’s 's board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their its stockholders or other governing governmental body. This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Debentures, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Stock Pledge and Escrow Agreement, and the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Note, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and Company (y) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsBoard”)) , and no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof and thereofBuyer Note (as amended hereby). The execution and delivery of this Agreement by the Company, Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby and thereby and by the Buyer Note (including, without limitation, the issuance of the shares of Common Stockas amended hereby) have been duly authorized by the Company’s board respective boards of directors and (other than (x) the filing with the SEC of the prospectus supplement to Company and the Registration StatementSubsidiaries, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, the Subsidiaries or their respective boards of directors or their stockholders or other governing bodyshareholders. This Agreement has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and each of this Agreement and the Buyer Note (as amended hereby) constitutes the legal, a valid and binding obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with 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 except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into or to be entered into on the Closing Date by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares of Common Stock) Shares have been duly authorized by the Company’s board 's Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agency Agreement and other Transaction Documents, to perform its obligations under the Transaction Documents, and to issue the Securities (as well as the Agent Warrants, all underlying securities and the Agent Shares, as defined below) in accordance with the terms hereof and thereofof the Transaction Documents. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (includingby the Transaction Documents, including without limitation, limitation the issuance of the shares of Common Stock) Securities (as well as the Agent Warrants. all underlying securities and the Agent Shares), have been duly authorized by the Company’s board 's Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has The Transaction Documents have been duly executed and delivered by the Company, and constitutes the legal, constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Subject to obtaining the approval identified in Section 7.4, the Company has the requisite all necessary corporate power and authority to enter into and perform its obligations under this Agreement and to issue carry out its obligations hereunder, including the Securities in accordance with issuance to the terms hereof Purchasers of the Series B Preferred Stock and thereofWarrants (and the Common Stock issuable upon the conversion or exercise of such Series B Preferred Stock and Warrants, as applicable) pursuant to Sections 2.1 and 2.3 of this Agreement. The execution and delivery of this Agreement by the Company, and the consummation by the Company of this Agreement and the transactions contemplated hereby (includingperformance by the Company of its obligations hereunder, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur all requisite action on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by part of the Company, and no other action on the part of the Company or any of its subsidiaries, their respective boards Subsidiaries is necessary to authorize the execution and delivery by the Company of directors this Agreement or their stockholders or other governing bodythe consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company, and constitutes assuming due authorization, execution and delivery by each Purchaser, this Agreement constitutes, as to each such Purchaser, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable subject to bankruptcy, insolvency, reorganization, moratorium, liquidation 10 moratorium or similar laws Laws now or hereafter in effect relating to, or affecting generally, the enforcement of applicable to creditors’ rights generally and remedies and except as rights subject to indemnification and to contribution may be limited by federal or state securities lawgeneral principles of equity.

Authorization; Enforcement; Validity. The Company has the requisite 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(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares of Common Stock) Shares, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of a Form D and one or more Registration Statements in accordance with the prospectus supplement to requirements of the Registration Statement, which shall occur on the date hereof Rights Agreement and (y) any other filings as may be required by any state securities agencies or by the Principle Market (collectively, the “Required Filings”as defined below)) no further filing, consent consent, or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their stockholders or other governing bodyits stockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company NeuBase has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, that certain Registration Rights Agreement, by and among the parties hereto, dated on or about the date hereof (as may be amended, amended and restated, or supplemented from time to time), and each of the other agreements entered into by NeuBase in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, NeuBase and the consummation by the Company NeuBase of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares of Common Stock) Shares, have been duly authorized by the CompanyNeuBase’s board Board of directors Directors and (other than (x) the filing of a Form D with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectivelyagencies), the “Required Filings”)) no further filing, consent or authorization is required by the CompanyNeuBase, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the CompanyNeuBase, and constitutes constitute the legal, valid and binding obligation obligations of the CompanyNeuBase, enforceable against the Company NeuBase in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Subject to obtaining the approval identified in Section 7.4, the Company has the requisite all necessary corporate power and authority to enter into and perform its obligations under this Agreement and to issue carry out its obligations hereunder, including the Securities in accordance with issuance to the terms hereof Purchasers of the Series B Preferred Stock and thereofWarrants (and the Common Stock issuable upon the conversion or exercise of such Series B Preferred Stock and Warrants, as applicable) pursuant to Sections 2.1 and 2.3 of this Agreement. The execution and delivery of this Agreement by the Company, and the consummation by the Company of this Agreement and the transactions contemplated hereby (includingperformance by the Company of its obligations hereunder, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur all requisite action on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by part of the Company, and no other action on the part of the Company or any of its subsidiaries, their respective boards Subsidiaries is necessary to authorize the execution and delivery by the Company of directors this Agreement or their stockholders or other governing bodythe consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company, and constitutes assuming due authorization, execution and delivery by each Purchaser, this Agreement constitutes, as to each such Purchaser, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable subject to bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar laws Laws now or hereafter in effect relating to, or affecting generally, the enforcement of applicable to creditors’ rights generally and remedies and except as rights subject to indemnification and to contribution may be limited by federal or state securities lawgeneral principles of equity.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and to issue the Securities in accordance with the terms hereof and thereofthereunder. The Company’s execution and delivery of this Agreement by each of the Company, Transaction Documents to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the shares of Common StockShares and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors , and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization corporate action is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their its stockholders or in connection therewith other governing bodythan in connection with the Stockholder Approval and the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the CompanyCompany and is, and constitutes or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with 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 applicable of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Common Shares and the issuance of Common Stockthe 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 or other governing body and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been been, and the other Transaction Documents will be prior to the Tranche Closing Date, duly executed and delivered by the CompanyCompany or its agent, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Subject to receipt of any required Bank Regulatory Approvals and the filing with the Secretary of State of Delaware of the Series F Certificate of Designations, the Holding Company has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof and thereofSubscription Agreement. The execution execution, delivery and delivery performance by the Holding Company of this Subscription Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board Board and no further corporate action on the part of directors and (other than (x) the filing Holding Company is required in connection with the SEC of the prospectus supplement authorization thereof. Subject to the Registration Statementreceipt of any required Bank Regulatory Approvals, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their stockholders or other governing body. This this Subscription Agreement has been duly executed and delivered by the Company, Holding Company and constitutes the legal, valid and binding obligation obligations of the Holding Company, enforceable against the Holding Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, and the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to or contribution may be limited by federal or state the securities lawlaws and public policy relating thereto.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the A & R Stockholders’ Agreement, the Joinder, and the joinder to the A&R Stockholders’ Agreement with respect to any Buyer that is not an Initial Buyer and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares Units and the Shares and the reservation for issuance and the issuance of the Common Stock) have Stock issuable upon conversion of the Shares and upon exercise of the Warrants, in each case in accordance with the terms thereof, has been duly authorized by the Company’s board Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has and the other Transaction Documents, as applicable, have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Stock Pledge Agreement, the Debentures, and the Warrants, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Debentures and the Warrants, have been duly authorized by the Company’s board of directors Board, and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Bridge Note, the Warrant and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Bridge Note and Warrant in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares of Common Stock) Bridge Note and Warrant, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and Company (y) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsBoard”)) , and no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Warrant and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Securities, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Securities, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and Company (y) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsBoard”)) , and no further filing, consent or authorization is required by the Company, or the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares of Common Stock) Securities have been duly authorized by the Company’s board Board of directors Directors or other governing body, as applicable, and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and Prospectus Supplement (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) , no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing body. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and to issue the Securities in accordance with the terms hereof and thereofthereunder. The execution and delivery of this Agreement each of the Transaction Documents to which it is a party by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the sale and delivery of the Securities and the subsequent issuance of the shares Warrant Shares upon exercise of Common Stockthe Warrants) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors , and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization corporate action is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the CompanyCompany and is, and constitutes or when delivered in accordance with the legalterms hereof, will constitute the valid and binding obligation of the Company, Company enforceable against the Company in accordance with 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 applicable of, creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited or by federal or state securities lawother equitable principles of general application.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue Agreement, the Securities Statement of Designation (when filed in accordance with the terms hereof of this Agreement) and thereofthe Registration Rights Agreement, as set forth as Exhibit B hereto (together with the Agreement, the “Transaction Documents”). The execution and delivery of this Agreement by the Company, Transaction Documents and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) and thereby have been duly authorized by the Company’s board Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits shareholders (except for the filing of the Statement of Designation in accordance with the terms of this Agreement). This Agreement has been duly been, and when the other Transaction Documents to which Company is a party are executed and delivered by in accordance with the Companyterms and conditions contemplated hereby and thereby, and constitutes the constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its 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 except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby Transactions (including, without limitation, the issuance of the shares issuance of Common Stock) the Notes and the Warrants and the reservation for issuance and issuance of the Warrant Shares and the Note Shares have been duly authorized by the Company’s board of directors Board and (other than (x) the filing with the SEC of (i) one or more Registration Statements in accordance with the prospectus supplement to requirements of the Registration StatementRights Agreement, which shall occur on the date hereof (ii) a Form D, and (yiii) the 8-K Filing (as defined below) and any other filings as may be required by any state securities agencies (collectively, the “Required FilingsApprovals”)) and no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into or to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares of Common Stock) Shares, have been or will be on or prior to the Closing duly authorized by the Company’s board 's Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent consent, or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has and the other Transaction Documents have been or shall have been on or prior to each Closing duly executed and delivered by the Company, and constitutes shall constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Purchase Shares and the issuance of Common Stockthe Warrants and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Purchase Shares and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)ii) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their its stockholders or other governing bodybody of the Company (other than the filing of one or more Registration Statements and a Form D with the SEC and any other filings as may be required by any state securities agencies). This Agreement has been been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Subject to obtaining Shareholder Approval and filing of the Amendment, the Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and to issue the Securities in accordance with the terms hereof and thereofthereunder. The execution and delivery of this Agreement by the CompanyCompany of each of the Transaction Documents to which it is a party and, subject to obtaining Shareholder Approval and filing of the Amendment, the consummation by the Company it of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) and thereby have been duly authorized by all necessary corporate action on the part of the Company’s board of directors , and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization corporate action is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or its shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the CompanyCompany and is, and constitutes or when delivered in accordance with the legalterms hereof, will constitute the valid and binding obligation of the Company, Company enforceable against the Company in accordance with 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 applicable of, creditors’ rights and remedies and except as rights or by other equitable principles of general application. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to indemnification and the Company’s capital stock to contribution may be limited by federal which the Company is a party or, to the Company’s Knowledge, between or state securities lawamong any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Common Shares, the issuance of Common Stockthe 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 (x) the filing with the SEC of one or more Registration Statements in accordance with the prospectus supplement to requirements of the Registration StatementRights Agreement, which shall occur on a Form D with the date hereof SEC and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)agencies) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.enforcement

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby Transactions (including, without limitation, the issuance of the shares issuance of Common Stock) the Note and the Warrant and the reservation for issuance and issuance of the Warrant Shares and the Note Shares have been duly authorized by the Company’s board of directors Board and (other than (x) the filing with the SEC of (i) one or more Registration Statements in accordance with the prospectus supplement to requirements of the Registration StatementRights Agreement, which shall occur on the date hereof (ii) a Form D, and (yiii) the 8-K Filing (as defined below) and any other filings as may be required by any state securities agencies (collectively, the “Required FilingsApprovals”)) and no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Security Agreement, the Stock Pledge Agreement, and the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Note, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to Company (the Registration Statement"Board"), which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Security Agreement, the Stock Pledge and Escrow Agreement, and the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Note, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to Company (the Registration Statement"Board"), which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the shares Convertible Debentures, the reservation for the issuance of Common Stock) the ADSs and Class A Ordinary Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by the Company’s 's board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards board of directors or their stockholders its shareholders or other governing governmental body. This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to each Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and to issue the Securities in accordance with the terms hereof and thereofthereunder. The execution and delivery of this Agreement each of the Transaction Documents to which it is a party by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the shares of Common StockShares) have been been, or will be prior to the Closing, duly authorized by all necessary corporate action on the part of the Company’s board of directors , and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization corporate action is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the CompanyCompany and is, and constitutes or when delivered in accordance with the terms hereof, will, constitute the legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with 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 applicable of, creditors’ rights and remedies and except or by other equitable principles of general application or insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law. Except as set forth on Schedule 3.1(c) of the Disclosure Schedules, there are no shareholder agreements, voting agreements, or state securities lawother similar arrangements with respect to the Company’s capital stock to which the Company is a party.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Warrants and to issue the Securities shares of Purchased Stock and to grant the Warrants in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance grant of the Warrants and the reservation of the shares of Common Stock underlying the Warrants (the “Warrant Stock”) and the issuance thereof upon exercise of the Warrants in accordance with the provisions thereof, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent consent, or authorization is required by the Company, its subsidiariesboard of directors, their respective boards of directors or their its stockholders or other governing governmental body. This Agreement has and the Warrants have been duly executed and delivered by the Company, and each constitutes the legal, valid valid, and binding obligation obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Warrant and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Securities, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Securities, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and Company (y) any other filings as may be required by any state securities agencies (collectively, the “Required FilingsBoard”)) , and no further filing, consent or authorization is required by the Company, Company or the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the Warrants (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares New Ordinary Shares and the Warrants and the reservation for issuance and the issuance of Common Stock) the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiariesBoard of Directors, their respective boards of directors or their stockholders or other governing bodyits shareholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as (i) such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to (ii) enforceability of the indemnification and to contribution contributions provisions set forth in the Transaction Documents may be limited by the federal or state securities lawlaws of the United States or the public policy underlying such laws.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into execute, deliver, carry out and perform its obligations under this Agreement and each other Transaction Document to which it is a party, including, the power and authority to issue and deliver the Securities in accordance with the terms hereof and thereofto be issued by it hereunder. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby (includingand thereby, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors directors, and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their its stockholders or other governing bodythan Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, on the Execution Date, each of the Securities and the Transaction Documents to which the Company is a party and which is delivered as of that date will be duly executed and delivered by the Company. On the Execution Date, this Agreement and constitutes the each Transaction Document will be, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent transfer or conveyance or similar laws relating to, to or affecting generally, the enforcement of applicable limiting creditors’ rights and remedies generally or by equitable principles relating to enforceability, and except as rights to indemnification and to of indemnity or contribution may be limited by federal or state securities laws or the public policy underlying such law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Security Agreement, the Stock Pledge Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, and the issuance of the shares of Common Stock) Note, have been duly authorized by the Company’s board of directors and (other than (x) the filing with the SEC of the prospectus supplement to Company (the Registration Statement"Board"), which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, the Board or its subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its 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 and except remedies, or (ii) as any rights to indemnification and to indemnity or contribution hereunder may be limited by federal or and state securities lawlaws and public policy consideration.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Investor Rights Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby (and thereby, including, without limitation, the issuance of the shares Shares and the Warrants and the reservation for issuance and the issuance of Common Stock) the Warrant Interests issuable upon exercise of the Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than (x) the filing with the SEC of the prospectus supplement to the Registration Statement, which shall occur on the date hereof and (y) any other filings as may be required by any state securities agencies (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits members. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.