Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, 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 the 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 Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its board of directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsOther Securities Purchase Agreements, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and the Other Securities Purchase Agreements (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant have been duly authorized by the Company’s Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, 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 the 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 Preferred Shares and Warrants Units, the Ordinary Purchase Rights, the Additional Purchase Rights, the Special Purchase Rights and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of shares (the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable “Underlying Shares”) upon exercise of the Warrants the Ordinary Purchase Rights, the Additional Purchase Rights, and the Special Purchase Rights, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the “Transaction Documents”) and including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of each of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Shares) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors , and no further filing, consent, or authorization corporate action is required by the Company, its board of directors Board or its stockholdersshareholders in connection therewith. This Agreement and Each of the other Transaction Documents of even date herewith has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, and or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Certificate of Designations in There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the form attached hereto as Exhibit A has been filed with Company’s capital stock to which the Secretary of State Company is a party or, to the Company’s Knowledge, between or among any of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedCompany’s shareholders.

Authorization; Enforcement; Validity. The Company Each Borrower has the respective requisite corporate power and authority to enter into and perform perform, as applicable, its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement to be entered into between the Company and the Lender on even date herewith in the form attached hereto as Exhibit G (the “Registration Rights Agreement”), the WarrantsSecurity Agreement, the 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 Note and the Warrant (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company each Borrower and the consummation by the Company each Borrower of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and Warrants Note and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant, have been duly authorized by the Company’s Board of Directors its Board, and no further filing, consent, consent or authorization is required by either of the CompanyBorrowers, its board of directors their respective Boards or its stockholders. This Agreement Agreement, the Note and the other Transaction Documents of even date herewith have been duly executed and delivered by the Companyeach Borrower, as applicable, and constitute the legal, valid and binding obligations of the Company, each Borrower enforceable against the Company Borrowers in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate remedies generally, (ii) as limited by laws relating to the availability of Designations in the form attached hereto specific performance, injunctive relief or other equitable remedies and (iii) insofar as Exhibit A has been filed with the Secretary indemnification and contribution provisions may be limited by applicable law or by principles of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedpublic policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Certificate of Designations, 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”) Pre-Funded Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the Transaction Documents Pre-Funded Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and therebyhereby, including, including without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Securities under this Agreement, have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined below), and no do not require further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders. This , (iii) this Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute (iv) this Agreement constitutes the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remediesremedies and (z) public policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Certificate Board of Designations Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form attached hereto as Exhibit A has been filed with delivered to the Secretary of State of Buyer to authorize this Agreement and the State of Delaware and is transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any material respect. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Except as set forth in Section 3(c) hereof, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsDesignation in the form attached hereto as Exhibit D, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants and the shares of Common Stock issuable upon conversion of the Preferred Shares have been duly authorized by the Company’s Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors or Directors or, except as set forth in Section 3(c) hereof, its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Preferred Shares and Warrants Note and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Note and the reservation for issuance and issuance of Warrant Interest Shares issuable upon exercise in accordance with the terms of the Warrants Note) have been duly authorized by the Company’s Board board of Directors directors, and no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Certificate “Transaction Documents” means, collectively, this Agreement, the Note, the Irrevocable Transfer Agent Instructions (as defined below) and each of Designations the other agreements and instruments entered into or delivered by any of the parties hereto in the form attached hereto as Exhibit A has been filed connection with the Secretary of State of the State of Delaware transactions contemplated hereby and is in full force and effectthereby, enforceable against the Company in accordance with its terms and has not been amendedas 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 Certificate of DesignationsNotes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Amended and Restated Pledge and Security Agreements and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Notes, the Purchased Shares and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes, and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants and the pledging of the Lumera Shares have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization corporate action is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, 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 the 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 Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its board of directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms. The Amended and Restated Certificate of Designation in the form attached hereto as Exhibit A-1 has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms. The Certificate of Amendment to the Amended and Restated Certificate of Designation in the form attached hereto as Exhibit A-2 has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended. The Second Certificate of Amendment to the Amended and Restated Certificate of Designation in the form attached hereto as Exhibit A-3 has been approved by the required majority of holders of Series D Convertible Preferred Stock and the board of directors of the Company and will be filed with the Secretary of State of the State of Delaware on or about May 28, 2019.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and of each of the Transaction Documents to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance issuance, sale and delivery of the Preferred Shares and Warrants Securities and the reservation for issuance and the subsequent issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Note) have been duly authorized by all necessary corporate action on the part of the Company, and, other than the approval by the Company’s Board stockholders of Directors and the Stockholder Proposal, no further filing, consent, or authorization corporate action is required by the Company, its board the Board of directors Directors or its stockholdersstockholders in connection herewith and therewith. This Each of this Agreement and the other Transaction Documents of even date herewith to which the Company is a party has been (or upon delivery will have been been) duly and validly executed and delivered by the CompanyCompany and is, and constitute or when delivered in accordance with the terms hereof will constitute, the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remediesremedies or by other equitable principles of general application. The Certificate Board of Designations Directors has resolved that the transactions contemplated by this Agreement and the Transaction Documents are in the form attached hereto as Exhibit A has been filed with the Secretary best interests of State stockholders of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedCompany.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement, the WarrantsIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant have been duly authorized by the Company’s Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium, liquidation or moratorium and similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate remedies generally, and to general principles of Designations equity, including principles of materiality, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware a proceeding at law or in equity) and is in full force except that rights to indemnification and effect, enforceable against the Company in accordance with its terms and has not been amendedcontribution thereunder may be limited by federal or state securities laws or 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 Certificate of DesignationsRegistration 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 the 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 Preferred Shares and Common Stock, the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and Placement Agent Warrants (as defined below), the reservation for issuance and issuance of 100% of the Warrant Shares upon exercise of the Warrants, the reservation of the shares of Common Stock issuable upon exercise of the Warrants warrants (the “Placement Agent Warrant Shares”) issued to the Placement Agent (the “Placement Agent Warrants”) have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders, except for post-closing Securities filings or notifications required to be made under federal or state securities laws. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsNotes, the WarrantsRegistration 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 in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Warrants Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Notes have been duly authorized by the Company’s Board of Directors and (other than (i) the filing with the SEC and applicable state securities commissions of Form D and related filings and (ii) the filing with the SEC of one or more Registration Statements and amendments thereto in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsNotes, the WarrantsRegistration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares Notes and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and Notes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company (a) DPCM has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, 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”, (b) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company DPCM and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants thereby have been duly authorized by the CompanyDPCM’s Board of Directors and no further filing, consent, consent or authorization is required by the CompanyDPCM, its board Board of directors Directors or its stockholders. This stockholders (except as provided in this Agreement), (c) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by DPCM and (d) each of this Agreement and the CompanyRegistration Rights Agreement constitutes, and constitute each other Transaction Document upon its execution on behalf of DPCM, shall constitute, the legal, valid and binding obligations of the Company, DPCM enforceable against the Company DPCM in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate Except as set forth in this Agreement, no other approvals or consents of Designations DPCM’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and DPCM’s certificate of incorporation and bylaws to authorize the form attached hereto as Exhibit A has been filed with the Secretary of State execution and delivery of the State Transaction Documents or any of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedtransactions contemplated thereby.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and 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 Preferred Shares and Special Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Special Warrants, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants, have been duly authorized by the Company’s Board of Directors Directors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto remedies and except as Exhibit A has been filed with the Secretary of State of the State of Delaware rights to indemnification and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedto contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Certificate of Designations, 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”) Pre-Funded Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the Transaction Documents Pre-Funded Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and therebyhereby, including, including without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Securities under this Agreement, have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Articles of Incorporation or Bylaws (as defined below), and no do not require further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders. This , (iii) this Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute (iv) this Agreement constitutes the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remediesremedies and (z) public policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Certificate Board of Designations Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form attached hereto as Exhibit A has been filed with delivered to the Secretary of State of Buyer to authorize this Agreement and the State of Delaware and is transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any material respect. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company Borrower has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement, the WarrantsNote, the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) ), and to issue the Securities Note, the Warrant, the Conversion Shares and the Warrant Shares (collectively, the “Securities”) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Borrower and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Preferred Shares Note and Warrants the Warrant and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon conversion or exercise of the Warrants thereof, have been duly authorized by the CompanyBorrower’s Board of Directors and no further filing, consent, consent or authorization is required by the CompanyBorrower, its board Board of directors Directors or its stockholdersstockholders (except to the extent that stockholder approval is required in respect of the Charter Amendment). This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and Borrower. The Transaction Documents constitute the legal, valid and binding obligations of the Company, Borrower enforceable against the Company Borrower in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Designation (collectively, the “Transaction Documents”) and to issue the Acquired Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares Acquired Securities and, subject to the restrictions set forth in the Certificate of Designation and the Warrants and the effectiveness of the Authorized Share Increase, the reservation for issuance and the issuance of the Conversion Shares Common Stock issuable upon conversion of the Series D Preferred Shares Stock and Series D-1 Preferred Stock and upon exercise of the New Common Stock Warrants and the reservation for issuance and issuance of Warrant Shares Series A Preferred issuable upon exercise of the New Series A Warrants have has been duly authorized by the Company’s Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. The Board of Directors of the Company has approved the Authorized Share Increase and has recommended approval thereof by the Company’s stockholders in accordance with its obligations under Section 4(j) of this Agreement. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has Buyer and Parent have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Series C Designation Certificate of Designations, 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”) Agreements and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents Agreements by the Company Buyer and Parent and the consummation by the Company Buyer and Parent of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and, subject to the restrictions set forth in the Series C Designation Certificate and Warrants and the effectiveness of the Authorized Share Increase, the reservation for issuance and the issuance of the Conversion Shares Parent Common Stock issuable upon conversion of the Preferred Shares and (the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have “Conversion Shares”) has been duly authorized by the CompanyParent’s Board of Directors and no further filing, consent, consent or authorization is required by the CompanyParent or Buyer, its board their Board of directors Directors or its their stockholders. The Board of Directors of Parent has approved the Authorized Share Increase and has recommended approval thereof by Parent’s stockholders. This Agreement and the other Transaction Documents of even date herewith Agreements to which it is a party have been duly executed and delivered by the CompanyBuyer and/or Parent, as applicable, and constitute the legal, valid and binding obligations of the CompanyBuyer and/or Parent, as applicable, enforceable against the Company Buyer and/or Parent, as applicable, in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreementthe Transaction Documents, to execute and file the Certificate of Designations, 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 the Transaction Documents by the Company and the consummation execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the all Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Shares, have been duly authorized by the Company’s 's Board of Directors and except as otherwise expressly provided herein, no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. Additionally, the issuance of the PIK Shares and any shares of Common Stock issuable under this Agreement does not and will not require the approval of the Company's stockholders. This Agreement has been, and upon its due execution and delivery the other Transaction Documents of even date herewith have been Registration Rights Agreement will be, duly executed and delivered by the Company, and (subject to the due execution and delivery thereof by the Purchaser) constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been will be filed with the Secretary of State of the State of Delaware prior to the First Funding Closing and is will be in full force and effecteffect on the First Funding Closing, enforceable against the Company in accordance with its terms and has not been amendedterms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Certificate of Designations, 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”) Commitment Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the Transaction Documents Commitment Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and therebyhereby, including, including without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Securities under this Agreement, have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Articles of Incorporation or Amended and no Restated Bylaws, and do not require further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders. This , (iii) this Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute (iv) this Agreement constitutes the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remediesremedies and (z) public policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Certificate Board of Designations Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form attached hereto as Exhibit A has been filed with delivered to Aspire to authorize this Agreement and the Secretary of State issuance of the State of Delaware and is Commitment Warrants. The Signing Resolutions are valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any material respect. The Company has delivered to Aspire a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the WarrantsRegistration 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 Warrants (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon conversion or exercise of thereof, as the Warrants case may be, have been duly authorized by the Company’s Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed on or prior to the Closing Date with the Secretary of State of the State of Delaware and is will be in full force and effect, enforceable against the Company in accordance with its terms and has shall not have been amendedamended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsNotes, the WarrantsRegistration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) in the form attached hereto as Exhibit D, 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 the 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 Preferred Shares Notes and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and Notes, the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company Each Issuer has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsNote, the WarrantsWarrant, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) among the Issuer and the Investor, 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 the Transaction Documents by the Company Issuers and the consummation by the Company Issuers of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and Warrants and Note, the reservation for issuance and the issuance of the Conversion Exchange Shares issuable upon conversion and the Interest Shares, the issuance of the Preferred Shares Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrant, have been duly authorized by the Company’s each Issuer's applicable Board of Directors and no further filing, consent, or authorization is required by the CompanyIssuers, its board Boards of directors Directors or its their stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been on the Closing Date will be, duly executed and delivered by the CompanyIssuers, and constitute constitute, or as of the Closing Date will constitute, the legal, valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers and in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company Seller has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have Shares, has been duly authorized by the Company’s Seller's Board of Directors and no further filing, consent, consent or authorization is required by the CompanySeller, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the CompanySeller, and constitute the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State As of the State Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the Seller, and shall constitute the legal, valid and binding obligations of Delaware and is in full force and effect, the Seller enforceable against the Company Seller in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and has not been amendedremedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyTransaction Documents to which it is a party, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Preferred Commitment Shares and Warrants subject to having sufficient authorized and unissued shares under the reservation for issuance and the issuance Company’s certificate of the Conversion Shares issuable upon conversion of the Preferred Shares and incorporation, the reservation for issuance and issuance of Warrant the Purchase Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the Company’s Board of Directors of the Company (the “Board of Directors”) and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate Board of Designations in Directors has passed all applicable resolutions (the form attached hereto as Exhibit A has been filed with “Resolutions”) to authorize this Agreement and the Secretary of State of the State of Delaware and is transactions contemplated hereby. The Resolutions are valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any respect. The Company has delivered to the Investor a certified copy of the Resolutions passed by the Board of Directors. Except as set forth in this Agreement, no other approvals or consents of the Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws, and the Certificate of Incorporation and Bylaws of the Company, to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsNote, the WarrantsInvestor Rights Agreement, the Warrant, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction 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 Preferred Shares and Warrants Common Shares, the Note and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and Warrant, the reservation for issuance and issuance of 100% of the Warrant Shares issuable upon exercise of the Warrants Warrant have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders, except for post-closing securities filings or notifications required to be made under federal, state or provincial securities laws. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Preferred Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares and Warrants issuable upon conversion of the Convertible Debentures, the issuance of the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon the exercise of the Warrants Warrants), have been duly authorized by the Company’s Board board of Directors and directors and, except as set forth on Schedule 3(b), no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governmental body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in “Transaction Documents” means, collectively, this Agreement, the form attached hereto as Exhibit A has been filed with Registration Rights Agreement, the Secretary of State Convertible Debentures, the Warrants, the Irrevocable Transfer Agent Instructions, and each of the State of Delaware other agreements and is in full force and effect, enforceable against instruments entered into by the Company or delivered by the Company in accordance connection with its terms the transactions contemplated hereby and has not been amendedthereby, 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 Certificate of DesignationsExchange Registration Rights Agreement, the WarrantsIrrevocable Transfer Agent Instructions (as defined in Section 7), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents of the Company and the execution and filing of the Exchange Certificate of Amendment by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Exchange Preferred Shares and Warrants the New Common Shares and the reservation for issuance and the issuance of the Exchange Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants thereof, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Exchange Certificate of Designations in the form attached hereto as Exhibit A Amendment has been filed on or prior to the Initial Closing Date with the Secretary Department of State of the State of Delaware New York and is will be in full force and effect, enforceable against the Company in accordance with its terms and has shall not have been amendedamended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, the “Transaction Documents”) and including, without limitation, to issue the Securities in accordance with the terms hereof and thereof. The Company’s execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors , and no further filing, consent, or authorization corporate action is required by the Company, its board Board of directors Directors or its stockholdersstockholders in connection therewith other than in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents of even date herewith to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, and or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Certificate of Designations in Except for Material Contracts, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the form attached hereto as Exhibit A has been filed with Company’s capital stock to which the Secretary of State Company is a party or, to the Company’s Knowledge, between or among any of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Second Amended and Restated Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the Certificate of DesignationsDesignation for the Series B Preferred Stock, and the WarrantsWarrant, 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 (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant, have been duly authorized by the Company’s Board of Directors Board, and no further filing, consent, consent or authorization is required by the Company, its board of directors the Board or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate remedies generally, (ii) as limited by laws relating to the availability of Designations in the form attached hereto specific performance, injunctive relief or other equitable remedies and (iii) insofar as Exhibit A has been filed with the Secretary indemnification and contribution provisions may be limited by applicable law or by principles of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedpublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Preferred Note Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants) have been duly authorized by the Company’s Board board of Directors directors or other governing body and no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing Date, duly executed and delivered by the CompanyCompany or its agent, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate execution, delivery and performance of Designations the Transaction Documents and the transactions contemplated thereby by the Company do not and shall not contravene or conflict with any provision of, or require any consents (except such consents as have already been received) under (1) any law, rule, regulation or ordinance, (2) the Company’s organizational documents; and/or (3) any agreement binding upon the Company or any of the Company’s properties, except in the form attached hereto case of (1) and (3) as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has would not been amendedreasonably be expected to have a Material Adverse Effect.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s 's board of directors (the “Board of Directors Directors”), do not conflict with the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof, including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company (the “Certificate of Incorporation”) or Bylaws, as amended and as in effect on the date hereof (the “Bylaws”) and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, 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 the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Preferred Commitment Shares and Warrants (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement have been duly authorized by the Company’s Board of Directors or a validly authorized committee thereof (collectively, the “Board of Directors”), and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or any committee thereof, or its stockholdersstockholders (save to the extent provided in this Agreement). This Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company, and constitute this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State of Delaware Company has adopted all applicable resolutions (the “Signing Resolutions”) to authorize this Agreement and is the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of the Signing Resolutions adopted by the Board of Directors. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation in effect on the date hereof (the “Certificate of Incorporation”) and/or the Company’s Bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Common Shares, the Preferred Shares and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Preferred Shares Certificate of Designations, and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors Directors, and no further filing, consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Preferred Shares Certificate of Designations, and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors Directors, and no further filing, consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement, the WarrantsIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents of the Company and the execution and filing of the Certificate of Amendment by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon conversion or exercise of the Warrants thereof, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A Amendment has been filed on or prior to the Closing Date with the Secretary Department of State of the State of Delaware New York and is will be in full force and effect, enforceable against the Company in accordance with its terms and has shall not have been amendedamended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement, the WarrantsIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Common Shares and Warrants the Warrant and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Amended and Restated Certificate of DesignationsDesignation for the Series D Preferred Stock, the WarrantsWarrant, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrant, have been duly authorized by the Company’s Board of Directors Board, and no further filing, consent, consent or authorization is required by the Company, its board of directors the Board or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate remedies generally, (ii) as limited by laws relating to the availability of Designations in the form attached hereto specific performance, injunctive relief or other equitable remedies and (iii) insofar as Exhibit A has been filed with the Secretary indemnification and contribution provisions may be limited by applicable law or by principles of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedpublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement, Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Make Good Agreement, the Make Good Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares Units and the Common Share and the Warrants and comprising the Units, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Common Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s 's Board of Directors and other than as set forth in Section 3(e), no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations under this Agreement, the Certificate of Designations, the Warrants, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents to which it is a party and to issue the Securities Common Shares in accordance with the terms hereof and thereofhereof. 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 therebyShare Issuance, including, without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly and validly authorized by all necessary corporate action, including having been duly and validly authorized by a special committee (the “Special Committee”) of the Company’s board of directors (the “Board of Directors”) and, with respect to the execution and delivery of the Stockholders’ Agreement Amendment, duly and validly authorized by the Company’s Board of Directors Directors, and no further filing, consent, or authorization is required by other corporate proceedings on the Company, its board part of directors the Company or its stockholdersstockholders are necessary to authorize the execution and delivery of this Agreement or to consummate the Share Issuance. This Agreement and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the CompanyCompany or its agent, and constitute each constitutes or when so executed and delivered will be the legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto remedies and except as Exhibit A has been filed with the Secretary of State of the State of Delaware rights to indemnification and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedto contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, 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 Commitment Shares in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by the Company performance of the transactions contemplated hereby and therebyCompany’s obligations under this Agreement, including, including without limitation, the issuance of the Preferred Commitment Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined below), and no do not require further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders. This stockholders , (iii) this Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute (iv) this Agreement constitutes the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. remedies and (z) public policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation .. The Certificate Board of Designations Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form attached hereto as Exhibit A has been filed with delivered to Aspire to authorize this Agreement and the Secretary of State issuance of the State of Delaware and is Commitment Shares. The Signing Resolutions are valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any material respect .. The Company has delivered to Aspire a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsNotes, the WarrantsRegistration 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”"TRANSACTION DOCUMENTS") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Warrants Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of conversion, issuance or exercise thereof, as the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants case may be, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in , and except that any rights to indemnity or contribution under the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware Transaction Documents may be limited by federal and is in full force state securities laws and effect, enforceable against the Company in accordance with its terms and has not been amendedpublic policy considerations.

Authorization; Enforcement; Validity. The Subject only to Bankruptcy Court (as defined below) approval, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsNotes, the Registration Rights Agreement, if applicable, Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares Notes and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and Notes, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders, except for post-closing Securities filings or notifications required to be made under federal or state securities laws. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and and, upon Bankruptcy Court approval, shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsWarrant, the WarrantsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 7(c)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Common Shares, the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants thereof, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State As of the State Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of Delaware and is in full force and effect, the Company enforceable against the Company in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and has not been amendedremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Preferred Shares and or the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Warrants, as applicable, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyTransaction Documents to which it is a party, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Preferred Commitment Shares and Warrants (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the Company’s Board of Directors and no further filing, consent, consent or authorization is necessary under applicable laws or the Company’s constating documents or is required by the Company, its board Board of directors Directors or its stockholders. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State of Delaware Company has passed all applicable resolutions (the “Resolutions”) to authorize this Agreement and is the transactions contemplated hereby. The Resolutions are valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any respect. The Company has delivered to the Investor a certified copy of the Resolutions passed by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement, the WarrantsIrrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon conversion or exercise of the Warrants thereof, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is presently required by the Company, its board Board of directors Directors or its stockholdersstockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of Conversion Shares greater than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Initial Closing Date the "20% APPROVAL"). This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and is will be in full force and effect, enforceable against the Company in accordance with its terms and has shall not have been amendedamended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the WarrantsIrrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 3(yy)), the Voting Agreement (as defined in Section 4(n)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Warrants and Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion and the Additional Shares pursuant to the terms of the Preferred Shares and the reservation for issuance and issuance Certificate of Warrant Shares issuable upon exercise of the Warrants Designations have been duly authorized by the Company’s 's Board of Directors and Directors, and, other than NASDAQ's Listing of Additional Shares notification in connection with the transactions contemplated hereby, no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and the Certificate of Designations, 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”) New Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the Transaction Documents New Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and therebyhereby, including, including without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants Securities under this Agreement, have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined below), and no do not require further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders. This , (iii) this Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute (iv) this Agreement constitutes the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by (y) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remediesremedies and (z) public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Certificate Board of Designations Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form attached hereto as Exhibit A has been filed with delivered to Aspire to authorize this Agreement and the Secretary of State of the State of Delaware and is transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any material respect. The Company has delivered to Aspire a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company in accordance with its terms and has not been amendedor an appropriate Board committee.

Authorization; Enforcement; Validity. The Company Seller has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, 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 Units in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have Units, has been duly authorized by the Company’s Seller's Board of Directors and no further filing, consent, consent or authorization is required by the CompanySeller, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the CompanySeller, and constitute the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State As of the State Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the Seller, and shall constitute the legal, valid and binding obligations of Delaware and is in full force and effect, the Seller enforceable against the Company Seller in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and has not been amendedremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the WarrantsIrrevocable 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 in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and Warrants and Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Preferred Shares and the reservation for issuance and issuance Certificate of Warrant Shares issuable upon exercise of the Warrants Designations have been duly authorized by the Company’s Board of Directors and Directors, and, except as expressly set forth in the Transaction Documents, no further filing, consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The As of immediately prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware Wyoming and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsIntercreditor Agreement Amendment, the Warrants, and each of the Notes (as amended hereby) and the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Buyer Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Transaction Documents Intercreditor Agreement Amendment by the Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby hereby, by the Notes (as amended hereby) and thereby, including, without limitation, by the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants other Buyer Transaction Documents have been duly authorized by the Company’s Board respective boards of Directors directors of the Company and the Subsidiaries, and no further filing, consent, consent or authorization is required by the Company, its board the Subsidiaries or their respective boards of directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and constitute each of this Agreement, the legalIntercreditor Agreement Amendment, the Notes (as amended hereby) and the other Buyer Transaction Documents constitutes a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, 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 the 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 Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its board of directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations Designation in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amendedterms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsRegistration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants, the Closing Escrow Agreement, the Make Good Escrow Agreement, the Lock-Up Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants any Warrant have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, the Warrants, 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 Purchase Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants under this Agreement, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State Company has authorized this Agreement and the transactions contemplated hereby. The authorization of Delaware and the Board of Directors is valid, in full force and effect, enforceable against the Company in accordance with its terms effect and has have not been amendedmodified or supplemented in any respect. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Articles of Incorporation (as defined below) and/or Bylaws (as defined below) to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designations, 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”) Document and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares Shares, the Note and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Note Shares issuable upon conversion of the Preferred Shares and Note, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants Warrants, and the granting of a security interest in the Collateral (as defined in the Security Agreement) have been duly authorized by the Company’s Board of Directors (the “Board”) and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing with the Securities and Exchange Commission (the “SEC”) of one or more registration statements in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, its board of directors the Board or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsIndenture, the Warrant Agent Agreement, the Security Documents, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5 of this Agreement) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue and sell the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance and repayment of the Preferred Shares and Warrants and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the issuance of the Preferred Shares and Warrants, the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants and the registration for resale of the Registrable Securities (as such term is defined in the Registration Rights Agreement), have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, consent or authorization is required by of the Company, its board 's Board of directors Directors or its stockholdersshareholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnification and contribution may be limited by federal or state securities laws and policies underlying such laws and (ii) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of DesignationsIndenture, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Trustee Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (including without limitation that certain Intercreditor and Subordination Agreement dated as of the date hereof made by Trident Growth Fund, L.P., the Company and FP Technology Holdings, Inc., in favor of the holders of the Notes and The Bank of New York, as collateral agent for the holders of the Notes, collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares Notes and Warrants and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Convertible Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.