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 to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, subject to Shareholder Approval, to issue the Common Shares and the Warrants in accordance with the terms hereofhereof and the Non-Voting Common Stock in accordance with the Non-Voting Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the SharesSecurities) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party hereby and otherwise to carry out its obligations hereunder and thereunderhereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents this Agreement and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents This Agreement has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Subscription Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereof and to issue the shares of Common Stock in accordance with the terms of the Subscription Agreements. The Company’s execution and delivery of each of the Transaction Documents and the Subscription Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the SharesCommon Shares and Common Stock) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents and the Subscription Agreements has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and, subject to the Stockholder Approvals, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Debentures, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each of this Agreement (collectively, the "Transaction Documents to which it is a party Documents"), and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including, but not limited towithout limitation, the sale and delivery issuance of the Shares) Debentures, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by all necessary corporate action on the part Company's Board of Directors and no further consent or authorization is required of the Company, 's Board of Directors or stockholders (except to the extent that stockholder approval may be required pursuant to the rules of the NASD for the issuance of a number of Conversion Shares and no further corporate action is required Warrant Shares greater in the aggregate than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Closing Date (the "19.99% Rule")). The Transaction Documents have been duly executed and delivered by the Company, its Board or its shareholders in connection therewith. Each of the The Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite full corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out perform and discharge its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Firm Notes, the Additional Notes and the consummation by it Warrants and the reservation for issuance and the issuance of the transactions contemplated hereby Underlying Securities and thereby (including, but not limited to, the sale and delivery of the Warrant Shares) have ; each Transaction Document to which it is a party has been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors, and no further corporate action consent or authorization is required by the Company, its Board board of directors or its shareholders stockholders, other than (i) such consents or authorizations as have been obtained prior to the execution of this Agreement and (ii) the Stockholder Approval (as such term is defined in connection therewith. Each of the Indenture); each Transaction Documents Document to which it is a party has been (or upon delivery will have been) duly executed and delivered by or on behalf of the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company it in accordance with its terms, except (i) as such enforceability may be limited by 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, creditors’ rights and remedies or by other equitable generally, and to general principles of general applicationequity, including principles of materiality, commercial reasonableness, good faith and fair dealing (iiregardless of whether enforcement is sought in a proceeding at law or in equity) as limited by laws relating and except that rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions thereunder may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements federal or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between state securities laws or among any of the Company’s shareholderspublic policy relating thereto that have not been previously waived.

Authorization; Enforcement; Validity. The Company has full right and the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by each this Agreement and the Offering Circular, including, without limitation, the offer and sale of the Transaction Documents Shares, whether before or subsequent to which it is a party the date of this Agreement, and to otherwise to carry out its obligations hereunder under this Agreement and thereunderunder the Offering Circular, including, without limitation, to issue issue, whether before or subsequent to the date of this Agreement, the Shares in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of the Transaction Documents Offering Circular and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewiththerewith other than in connection with the Required Approvals described in Section 2(g) of this Agreement, if any. Each of the Transaction Documents This Agreement has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, ; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and the discretion of the court before which any proceeding may be brought; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law, including but not limited to federal, state or other securities laws, or the public policy underlying such laws. There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledgeknowledge, between or among any of the Company’s shareholders. For purposes of this Agreement, “knowledge” of the Company means the actual knowledge of the Company’s Chief Executive Officer and President; Senior Vice President/Chief Financial Officer, Treasurer and Corporate Secretary; and Executive Vice President/Chief Operating Officer after their reasonable investigation into the subject matter at issue (collectively, the “Officers”). This Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part Company’s board of directors and (other than the Nasdaq Capital Market authorization of the Companyadditional listing of the shares of Common Stock issuable under this Agreement, the Required Stockholder Approval (as defined herein) and any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)), no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith. Each stockholders or other governing body of the Company. This Agreement has been, and the other Transaction Documents has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Notes and each of the other agreements and instruments entered into or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s shareholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution execution, delivery and delivery performance by the Company of this Agreement and of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the issuance, sale and delivery of the SharesSecurities and the reservation for issuance and the subsequent issuance of the Conversion Shares upon exercise of the Note) have been duly authorized by all necessary corporate action on the part of the Company, and and, other than the approval by the Company’s stockholders of the Stockholder Proposal, no further corporate action is required by the Company, its the Board of Directors or its shareholders stockholders in connection herewith and therewith. Each of this Agreement and the Transaction Documents to which the Company is a party has been (or upon delivery will have been) duly and validly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofwill constitute, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited . The Board of Directors has resolved that the transactions contemplated by laws relating to this Agreement and the availability Transaction Documents are in the best interests of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any stockholders of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, (i) the sale and delivery of the SharesInitial Securities, (ii) the issuance of the Note Conversion Securities in accordance with the terms of the Rho Notes and (iii) the issuance of the Warrant Conversion Securities in accordance with the terms of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders stockholders in connection therewiththerewith other than in connection with (x) the Stockholder Approval and (y) any amendment to the Company’s certificate of incorporation (as amended or restated from time to time) as may be necessary to increase the number of shares of Common Stock authorized thereunder so as to enable the Company to issue Note Conversion Securities in connection with any Subsequent Round of Financing (as defined in the Rho Notes) and the approval by the Company’s stockholders of any such amendment (a “Charter Amendment”). Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Registration 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 each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Notes and the consummation by it Warrants, the reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale reservation for issuance and delivery issuance of Warrant Shares issuable upon exercise of the SharesWarrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by all necessary corporate action on the part of the Company, ’s Board of Directors and no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Notes and the consummation by it reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Shares) Notes have been duly authorized by all necessary corporate action on the part 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 Company, and Registration Rights Agreement) no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersremedies.

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 to consummate perform its obligations under this Agreement, the Certificate of Designation in the form attached hereto as Exhibit D, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Preferred Shares and the consummation by it Warrants and the reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Warrant Shares issuable upon exercise of the Shares) Warrants and the shares of Common Stock issuable upon conversion of the Preferred Shares have been duly authorized by all necessary corporate action on the part of the Company, ’s Board of Directors and no further corporate action consent or authorization is required by the Company, its Board or of Directors or, except as set forth in Section 3(c) hereof, its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreement and the other Definitive Documents, to consummate the transactions transaction contemplated by each of the Transaction Documents to which it is a party hereby and otherwise to carry out its obligations hereunder thereby and thereunder, including, without limitation, to issue the Shares Securities (as defined below) in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of the Transaction Agreement and the other Definitive Documents by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (includingincluding the issuance of the Securities and the reservation for issuance and issuance of Common Stock (as defined below) issuable upon the exercise of the Warrants in accordance with, but not limited and pursuant to, the sale and delivery of the SharesWarrant Certificate) have been duly authorized by all necessary corporate action the Company, and such authorization has not been, and as of the Closing will not have been, subsequently rescinded or modified in any way, and (other than the filing with the Securities and Exchange Commission (the “SEC”) of one or more Registration Statements in accordance with the requirements of the amended Registration Rights Agreement and Form D, if applicable, and the filing of the Certificate of Designations pursuant to and in accordance with the Agreement), no further filing, consent or authorization is or will be required to be made by or on the part behalf of the Company, its Subsidiaries and no further corporate action their respective boards of directors, stockholders or other governing bodies in connection with the transactions contemplated by the Definitive Documents. The Agreement has been, and the other Definitive Documents to which the Company is required a party will be, prior to the Closing, duly executed and delivered by the Company, its Board or its shareholders in connection therewith. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable lawfederal or state securities Law (the “General Enforceability Exceptions”). There are no shareholder agreements, voting agreements, voting trust agreements At or similar agreements with respect prior to the Company’s capital stock to which Closing, the Company is a party or, will cause the Certificate of Designations to be filed with the Company’s Knowledge, between or among any Secretary of State of the Company’s shareholdersState of Delaware, and the Company will ensure that, at and as of the Closing, the Certificate of Designations will be in full force and effect, enforceable against the Company in accordance with its terms and will not have been amended or modified. “Securities” means the Series B Preferred Stock and the Warrants (including the shares of Common Stock issuable upon exercise of the Warrants), in each case, that will be delivered to each of the Commitment Parties at the Closing.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares, in accordance with the terms hereof and, subject to the Shareholder Approval, to issue the Underlying Shares in accordance with the terms hereofof the Series B Certificate of Determination and Series C Certificate of Determination. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder shareholders agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitationlimitation and subject to the Shareholder Approvals, to issue the Common Shares and the Underlying Shares in accordance with the terms hereofArticles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series E-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, the Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Notes and the consummation by it Warrants, the reservation for issuance and the issuance of the transactions contemplated hereby and thereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale reservation for issuance and delivery issuance of Warrant Shares issuable upon exercise of the Warrants, the reservation for issuance and issuance of Interest Shares, if any, and the granting of a security interest in the Collateral (as defined in the Security Agreement) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing with the SEC of one or more registration statements in accordance with the requirements of Section 4(u) hereof) no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith. Each stockholders, and (iii) the filing of a definitive Schedule 14C with the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered SEC in accordance with the terms hereof or thereofCapitalization Letter Agreement (as defined below). This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, will and constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Debentures and the Warrants and the reservation for issuance and the subsequent issuance of the Conversion Shares upon conversion of the Debentures, the Interest Shares (if interest under the Debentures is paid in Interest Shares) and the Warrant Shares upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares, including the Additional Patriot Shares, in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the terms hereofCertificate of Determination. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the reservation for issuance and the subsequent issuance of the Underlying Common Shares upon conversion of the Shares, Warrant Shares upon exercise or exchange of the Warrants and shares of Common Stock upon exercise or exchange of the Amended Warrant) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and, subject to Stockholder Approval, to issue the Underlying Shares in accordance with the Articles Supplementary. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the SharesNotes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of directors or its shareholders in connection therewiththeir stockholders or other governing body. Each of This Agreement has been, and the other Transaction Documents has been (or upon delivery to which it is a party will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s shareholdersparties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereofhereof and the shares of Common Stock in accordance with the Additional Agreements. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the SharesShares hereunder and the shares of Common Stock in accordance with the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewith, other than in connection with the Required Approvals. Each This Agreement and each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the SharesPreferred Shares and the Warrants and the reservation for issuance and the subsequent issuance of the Underlying Shares upon conversion of the Preferred Shares and the Warrant Shares upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawlaw (the “Enforceability Exceptions”). There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, (ii) to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders. Except as set forth on Section 3.1(c) of the Disclosure Schedule, the Company has not entered into, and does not have any current plans to enter into, any side letter, agreement or arrangement with any Purchaser in connection with the transactions contemplated by the Transaction Documents and each of the Purchasers is purchasing Securities on the same terms as all other Purchasers.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the SharesShares and Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Each Company Party has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents by each Company Party, and the consummation by it each Company Party of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part such Company Party’s board of the Companydirectors or other governing body, as applicable, and no further corporate action filing, consent or authorization is required by the Companysuch Company Party, its Board board of directors or its shareholders in connection therewithstockholders or other governing body, as applicable. Each of This Agreement has been, and the other Transaction Documents has been (or upon delivery will have been) be prior to the Closing Date, duly executed and delivered by the each Company Party or its agent, and is, or when delivered in accordance with the terms hereof or thereof, will constitute each constitutes the legal, valid and binding obligation obligations of the such Company Party, enforceable against the such Company Party in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreementsThe execution, voting agreementsdelivery and performance of the Transaction Documents and the transactions contemplated thereby by each Company Party do not and shall not contravene or conflict with any provision of, voting trust agreements or similar agreements with respect to require any consents (except such consents as have already been received) under (1) any law, rule, regulation or ordinance, (2) the Company’s capital stock to which the organizational documents; and/or (3) any agreement binding upon a Company is a party or, to the Company’s Knowledge, between Party or among any of the CompanyCompany Party’s shareholdersproperties, except in the case of (1) and (3) as would not reasonably be expected to have a Material Adverse Effect.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each of this Agreement (collectively, the “Transaction Documents to which it is a party Documents”) and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and other than (i) a Form D with the SEC and any other filings as may be required by any state securities agencies and (ii) the 8-K Filing (collectively, the “Required Filings and Approvals”), no further corporate action filing, consent or authorization is required by the Company, its Board of Directors or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (iiremedies. Except as set forth in Schedule 3(b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the actual knowledge after reasonable inquiry of the Company’s chief executive officer, chief financial officer and general counsel, but without any obligation to conduct investigation of anyone outside of the Company or its Subsidiaries (collectively, the “Company’s Knowledge”), between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Acquisition Agreement and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of each of the Transaction Documents and the Acquisition Agreement and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals or as set forth in the Acquisition Agreement. Each of the Transaction Documents and the Acquisition Agreement has been (been, or upon delivery when executed will have been) be, duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofwill be, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by 12 U.S.C. § 1818(b)(6)(D) (or any successor statute) and similar bank regulatory powers, (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiiiv) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Notes, 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 each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Notes and the consummation by it Warrants and the issuance of the transactions contemplated hereby and thereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale and delivery issuance of Warrant Shares issuable upon exercise of the SharesWarrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and, and other than the filings specified in Section 3(e), no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewithshareholders. Each of This Agreement and the other Transaction Documents has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or remedies. As of the date of issuance of any Additional Notes, such Additional Notes shall have been duly executed and delivered by other equitable principles the Company, and shall constitute the legal, valid and binding obligations of general applicationthe Company, (ii) enforceable against the Company in accordance with their respective terms, except 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 such enforceability may be limited by general principles of equity or applicable law. There are no shareholder agreementsbankruptcy, voting agreementsinsolvency, voting trust agreements reorganization, moratorium, liquidation or similar agreements with respect to laws relating to, or affecting generally, the Companyenforcement of applicable creditor’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersrights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Series C Preferred Shares in accordance with the terms hereofhereof and, subject to receipt of the Stockholder Approval, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s 's execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Series C Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or of Directors or, except for the Stockholder Approval, its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ ' rights and remedies or by other equitable principles of general application. Except as otherwise contemplated by this Agreement, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s 's capital stock to which the Company is a party or, to the Company’s 's Knowledge, between or among any of the Company’s shareholders's stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereofhereof and the shares of Common Stock in accordance with the Additional Agreements. The Company’s execution and delivery of each of the Transaction Documents and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the SharesShares hereunder and the shares of Common Stock in accordance with the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the reservation for issuance and the subsequent issuance of shares of Series A-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Debentures, the Warrant, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Debentures and the consummation by it of the transactions contemplated hereby and thereby (includingWarrant, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its the Board or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles 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, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements law or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s shareholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and the transactions contemplated by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Purchase Shares and the issuance of the Warrants, subject to the Stockholder Approval, and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Purchase Shares, and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (ii) no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith. Each stockholders or other governing body of the Company (other than receipt of the Stockholder Approval, the filing of the Certificate of Designation, and the filing of one or more Registration Statements and any other filings as may be required by any state or other securities agencies). This Agreement has been, and the other Transaction Documents has been (or upon delivery will have been) be prior to the Closing, duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Certificate of Determination. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and, subject to the Shareholder Approvals, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereofhereof and, subject to Stockholder Approval, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series B-2 Convertible Preferred Stock upon conversion of the Shares and Series B-3 Convertible Preferred Stock upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Debentures and the reservation for issuance and the subsequent issuance of the Conversion Shares upon conversion of the Debentures, the Interest Shares (if interest under the Debentures is paid in Interest Shares)) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series F-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series A-2 Preferred Stock upon conversion of the Shares, and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts filed as exhibits to the Company’s SEC Reports, there are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Preferred Shares in accordance with the terms hereofhereof and, subject to the Shareholder Approvals, to issue the Underlying Shares in accordance with the Certificate of Determination. The Company’s execution and delivery of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the amended and restated registration rights agreement to consummate be entered into between the Company, the Series B Preferred Stockholder and the Purchaser on even date herewith in the form attached hereto as Exhibit G (the “Registration Rights Agreement”), the Note, the Warrant, the Contingent Warrant, the Security Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Stockholders’ Agreement and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by each this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (which term, for the purposes of this Article III, includes, without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Note, the Warrant, the Contingent Warrant and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) Warrant Shares have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its the Board or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles 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, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements law or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s shareholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and, assuming each of the Transaction Documents constitutes a valid and binding obligation of the other parties thereto, is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. Except as set forth on Schedule 3.1(c) hereto, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There there are no shareholder agreements, voting agreements, voting trust agreements preferred investment terms, preemptive rights for existing shareholders, or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares in accordance with the terms hereofhereof and the shares of Class A Common Stock in accordance with the terms of the Additional Agreements. The Company’s execution and delivery of each of the Transaction Documents and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the SharesShares hereunder and the sale and delivery of shares of Class A Common Stock under the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawlaw or public policy. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Common Shares, the issuance of the Warrants and the consummation by it reservation for issuance and issuance of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery Warrant Shares issuable upon exercise of the Shares) Warrants have been duly authorized by all necessary corporate action on the part Company's board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the CompanyRegistration Rights Agreement and any other filings as may be required by any state securities agencies), and no further corporate action filing, consent, or authorization is required by the Company, its Board board of directors or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersremedies.

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 consummate 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 Designation for the Series B Preferred Stock, and the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Preferred Shares and the consummation by it of the transactions contemplated hereby and thereby (includingWarrant, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its the Board or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles 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, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements law or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s shareholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Shares Preferred Stock and, subject to the receipt of the Stockholder Approval, to issue the Common Stock and the Non-Voting Common Stock, in accordance with the terms hereofof this Agreement and the Preferred Stock Designation. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale of the Purchased Shares and the delivery of the SharesSecurities) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewiththerewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof or thereofhereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders.

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 consummate 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 Certificate of Designation for the Series D Preferred Stock, and the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by each 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 to which it is a party by the Company and otherwise to carry out its obligations hereunder the consummation by the Company of the transactions contemplated hereby and thereunderthereby, including, without limitation, to issue the Shares in accordance with the terms hereof. The Company’s execution and delivery of each issuance of the Transaction Documents Preferred Shares and the consummation by it of the transactions contemplated hereby and thereby (includingWarrant, but not limited to, the sale and delivery of the Shares) have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its the Board or its shareholders in connection therewithstockholders. Each of This Agreement and the other Transaction Documents has have been (or upon delivery will have been) duly executed and delivered by the Company Company, and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles 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, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements law or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any by principles of the Company’s shareholderspublic policy thereunder.