Common use of Authorization; Enforcement; Xxxxxxxx Clause in Contracts

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State of Delaware Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and is the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company or minutes of a meeting of the Board of Directors of the Company approving the Signing Resolutions. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred SharesCompany’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Designations, Incorporation and/or Bylaws to authorize the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) execution and each delivery of the other agreements and instruments entered into this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into execute and deliver, and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into execute and deliver and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Documents, the Business Combination Agreement or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of the Principal Market (including, without limitation, filing a listing application with the Principal Market with respect to the Conversion Shares and the Warrant Shares), (iii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC Agreement and any filings as may be required by any state securities agenciesagencies and (iv) stockholder approvals required pursuant to the Business Combination Agreement to permit the consummation of the Business Combination (collectively, the “Required Approvals”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to or upon the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the CompanyCompany (assuming that this Agreement and the other Transaction Documents to which the Company is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto (if any)), enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in each such Subsidiary (assuming that this Agreement and the form attached hereto other Transaction Documents to which such Subsidiary is or will be a party are or will be upon execution thereof, as Exhibit A has been filed with applicable, duly authorized, executed and delivered by the Secretary of State of the State of Delaware and is in full force and effectother Persons party thereto (if any)), enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Investor Rights Agreement (as defined below), the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceNotes) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of one or more Registration Statements (A) the applicable 8-K Filing (as defined below), (B) a prospectus supplement in accordance connection with the requirements applicable Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Rights AgreementStatement (the “Prospectus”)), (C) with respect to the Additional Closings, the Indenture (and/or any amendment or supplement thereto) and a Form D T-1, (D) the filing of an Additional Listing Application with the SEC Principal Market and (E) any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the such Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsCustodian Agreements, the Registration Rights AgreementIndenture, the Supplemental Indentures, the Irrevocable Transfer Agent Instructions Instructions, the Voting Agreement (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Voting Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Preferred Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Preferred Shares and the reservation for issuance) Warrants have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies and submission of a listing application with Nasdaq if applicable) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits shareholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Notes, the issuance of the Commitment Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Preferred Shares and the reservation for issuanceWarrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the applicable Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Notes, the Commitment Shares, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Preferred Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Preferred Shares and the reservation for issuance) Warrants have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies and submission of a listing application with Nasdaq if applicable) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits shareholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Xxxxxxxx. The Company Target has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofDocuments. Each Target Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyTarget and its Target Subsidiaries, and the consummation by the Company Target and its Target Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) have been duly authorized by the CompanyTarget’s board of directors or other governing body, as applicabledirectors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanyTarget, its Target Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyTarget, and each constitutes the legal, valid and binding obligations of the CompanyTarget, enforceable against the Company Target in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Target Subsidiary is a party will be duly executed and delivered by each such Target Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Target Subsidiary, enforceable against the Company each such Target Subsidiary in accordance with its terms and has not have been amended. “Transaction Documents” meanstheir respective terms, collectivelyexcept as such enforceability may be limited by general principles of equity or applicable bankruptcy, this Agreementinsolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Preferred Shares, the Certificate enforcement of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (applicable creditors’ rights and remedies and except as defined below) rights to indemnification and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as to contribution may be amended from time to timelimited by federal or state securities law.

Authorization; Enforcement; Xxxxxxxx. The Except as set forth on Schedule 3(b), the Company has the requisite power and authority to enter into and perform its obligations under this Agreement and Agreement, the other Transaction Documents and the Royalty PSA and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and Agreement, the other Transaction Documents and the Royalty PSA by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (A) the 8-K Filing (as defined below), (B) a prospectus supplement in accordance connection with the requirements Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Rights AgreementStatement (the “Prospectus”), a Form D with the SEC and (C) any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party and the Royalty PSA will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by (1) general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, (2) insofar as rights to indemnification and to contribution may be limited by federal or state securities law and (3) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Intercreditor Agreement, the Security Documents (as defined in the Amended Original Securities Purchase Agreement) (solely to the extent securing the Tranche A Notes, and provided that any calculation hereunder or under the Notes which refers to amounts owing under the Transaction Documents shall not include amounts owing under the Security Documents in respect of the Tranche A Notes), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time; provided, that the Transaction Documents shall not include the Amended Original Securities Purchase Agreement, the Tranche A Notes or the Royalty PSA.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and, to the extent applicable, each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by the Company or any of the parties hereto its Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Shares, and the issuance of the Preferred Warrants and the reservation for issuanceissuance and issuance of the Warrant Preferred Shares issuable upon exercise of the Preferred Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies or the Principal Market (defined below) and the filing with the State of Delaware of the Certificate of Designations) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has will have been filed with the Secretary of State of the State of Delaware prior to the Closing and is will be in full force and effect, enforceable against the Company in accordance with its terms on the Closing and has will not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Preferred Warrants, the Certificate of Designations, the Registration Rights Agreement, the Lock-Up Agreements (as defined below), the Target Purchase Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Treasury Order (as defined below) ), and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company Target has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofDocuments. Each Target Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyTarget and its Target Subsidiaries, and the consummation by the Company Target and its Target Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) have been duly authorized by the CompanyTarget’s board of directors or other governing body, as applicabledirectors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanyTarget, its Target Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyTarget, and each constitutes the legal, valid and binding obligations of the CompanyTarget, enforceable against the Company Target in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Target Subsidiary is a party will be duly executed and delivered by each such Target Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Target Subsidiary, enforceable against the Company each such Target Subsidiary in accordance with its terms and has not have been amended. “Transaction Documents” meanstheir respective terms, collectivelyexcept as such enforceability may be limited by general principles of equity or applicable bankruptcy, this Agreementinsolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Preferred Shares, the Certificate enforcement of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (applicable creditors’ rights and remedies and except as defined below) rights to indemnification and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as to contribution may be amended from time to timelimited by federal or state securities law.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares and (as defined below in Section 5(e)), the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board of directors directors, or other governing bodya validly authorized committee thereof (collectively, as applicablethe "Board of Directors"), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their its stockholders or other governing body. This (save to the extent provided in this Agreement), (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved the resolutions (the "Signing Resolutions") substantially in the form as set forth as Exhibit B attached hereto as Exhibit A has been filed with to authorize this Agreement and the Secretary of State of the State of Delaware and is transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Company Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each no other approvals or consents of the Board of Directors, any other agreements authorized committee thereof, and/or stockholders is necessary under applicable laws and instruments entered into the Company’s Charter and/or Bylaws to authorize the execution and delivery of this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Initial Purchased Securities and the Subsequently Purchased Securities, if any, and the reservation for issuance and the issuance of the Conversion Underlying Shares issuable upon conversion as of the Preferred Shares Initial Closing and the reservation for issuanceeach Subsequent Closing) have been duly authorized by the Company’s board of directors or other governing body, as applicable(the “Board of Directors”), and (other than (i) the filing with the SEC of one or more Registration Statements the Prospectus Supplement in accordance with the requirements of the Registration Rights this Agreement, a Form D with the SEC and (ii) any filings as may be required by any state securities agenciesagencies and (iii) a Listing of Additional Shares Notification with the Principal Market (as defined below) (clauses (i) through (iii) collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing bodybody in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and each constitutes the a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesConvertible Notes, the Certificate of DesignationsWarrants, the Registration Rights Security Agreements, the Security Documents (as defined in the Main Security Agreement), the Indenture, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other applicable Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceNotes) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other applicable Transaction Documents to which it is a party will be prior to the such Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to such Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsGuaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below), the Lock-Up Agreement (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Initial Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Additional Commitment Shares (as defined below in Section 5(e)) and the Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board 's Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto as Exhibit A has been filed with (the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, Signing Resolutions”) to authorize this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true copy of the minutes of a meeting of the Company’s Board of Directors at which the Signing Resolutions were unanimously adopted by the Board of Directors, or a unanimous written consent of the Company’s Board of Directors approving the Signing Resolutions was adopted in lieu of a meeting. Except as may be amended from time set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders US_ACTIVE-174354094.6 is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to timeauthorize the execution and delivery of this Agreement, the Registration Rights Agreement or any of the transactions contemplated hereby or thereby, including, but not limited to, the issuance of the Securities.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Convertible Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Convertible Notes and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agenciesii) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders its shareholders or other governing bodybody of the Company (other than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities or the filings required by Section 4(f) of this Agreement). This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceNotes) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of DesignationsNotes, the Registration Rights Agreement, the Asset Purchase Agreement (as defined below), the Letter Agreement (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares and (as defined below in Section 5(f)), the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board of directors directors, or other governing bodya validly authorized committee thereof (collectively, as applicablethe "Board of Directors"), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their its stockholders or other governing body. This (save to the extent provided in this Agreement), (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved the resolutions (the "Signing Resolutions") substantially in the form attached hereto as Exhibit A has been filed with to authorize this Agreement and the Secretary of State of the State of Delaware and is transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Company Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each no other approvals or consents of the Board of Directors, any other agreements authorized committee thereof, and/or stockholders is necessary under applicable laws and instruments entered into the Company’s Charter and/or Bylaws to authorize the execution and delivery of this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Shares, the issuance of the Common Warrants and the reservation for issuanceissuance and issuance of the Warrant Common Shares issuable upon exercise of the Common Warrants and the issuance of the Preferred Warrants and the reservation for issuance and issuance of the Warrant Preferred Shares issuable upon exercise of the Preferred Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with approved by the Secretary board of State directors of the State Company and is authorized under the Articles of Delaware Association (as defined below), and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Common Warrants, the Preferred Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite all necessary power and authority to enter into execute, deliver and perform its obligations under this Agreement and the other Registration Rights Agreement (collectively, the “Transaction Documents Documents”) and to issue consummate the Securities in accordance with the terms hereof transactions contemplated hereby and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a partythereby. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) Purchased Shares, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors (the “Board”) and (other than the filing with the SEC of one or more registration statements (as defined in the Registration Statements Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, the Board or its Subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has beenbeen duly and validly authorized, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the other Transaction Documents have been duly and validly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company and constitute and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective their terms, except as such enforceability the enforcement thereof may be limited by general principles of equity or applicable subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of to applicable creditors’ rights generally and remedies (ii) general principles of equity (whether applied by a court of law or equity) and except as rights to indemnification and to contribution the discretion of the court before which any proceeding therefor may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timebrought.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A B has been filed with the Secretary of State of the State of Delaware and is in full force and effect, has not have been amended, and is enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” meansterms, collectivelyexcept as such enforceability may be limited by general principles of equity or applicable bankruptcy, this Agreementinsolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Preferred Shares, the Certificate enforcement of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) applicable creditors’ rights and each of the other agreements remedies and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.except as

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities Purchased Shares in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Purchased Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) pursuant to this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, the Board of Directors or its Subsidiariesstockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, been and each of the other Transaction Documents to which it is a party will shall be prior to on the ClosingClosing Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations in the form attached hereto as Exhibit A Directors has been filed with the Secretary of State of the State of Delaware approved and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, authorized this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) other Transaction Documents and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. Such resolutions are valid, in full force and effect and have not been materially modified or supplemented in any respect. Except as may be amended from time set forth in this Agreement, no other approvals or consents of the Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation, and/or the Bylaws, to timeauthorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchased Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors, their respective boards or its stockholders (except as provided in this Agreement), (iii) each of directors or their stockholders or other governing body. This this Agreement and the Registration Rights Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the Company, and (iv) each constitutes of this Agreement and the legalRegistration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, to authorize this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, and the Irrevocable Transfer Agent Instructions (as defined below) transactions contemplated hereby. The Signing Resolutions are valid, in full force and each effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing Resolutions were duly adopted by the Board of Directors of the Company or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other agreements approvals or consents of the Company’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and instruments entered into the Company’s Certificate of Incorporation or delivered by Bylaws to authorize the execution and delivery of the Transaction Documents or any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeincluding, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Convertible Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Convertible Notes and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agenciesii) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders its shareholders or other governing bodybody of the Company (other than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities or the filings required by Section ‎4(f) of this Agreement). This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Convertible Debentures and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) Convertible Debentures), have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each assuming the execution and delivery thereof and acceptance by Buyer, constitutes (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies as to the Company or its Subsidiaries and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Convertible Debentures, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Notes, the issuances of the Commitment Shares and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred Notes, the Commitment Shares, the Certificate of DesignationsWarrants, the Guaranty, the Security Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Convertible Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Convertible Notes and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agenciesii) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders its shareholders or other governing bodybody of the Company (other than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities or the filings required by Section 4(g) of this Agreement). This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and, to the extent applicable, each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Security Documents, the Lock-Up Agreements (as defined below), the Voting Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by the Company or any of the parties hereto its Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) Convertible Debentures), have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders its shareholders or other governing governmental body, other than the approval of the Company’s shareholders, including, without limitation, as required by the applicable rules of the Nasdaq for issuance of shares in excess of the Exchange Cap, and the approval of the Toronto Stock Exchange (the “TSX”), as applicable. This Agreement has been, and the other Transaction Documents to which it the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Convertible Debentures, and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities Purchase Shares in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board 's Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders (except as provided in this Agreement), their respective boards (iii) each of directors or their stockholders or other governing body. This this Agreement and the Registration Rights Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit B attached hereto as Exhibit A has been filed with to authorize this Agreement, the Secretary of State of Registration Rights Agreement and the State of Delaware and is transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred SharesCompany’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and the Company’s Certificate of Designations, Incorporation or Bylaws to authorize the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) execution and each delivery of the other agreements and instruments entered into Transaction Documents or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeincluding, but not limited to, the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicabledirectors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreementa Prospectus Supplement , a Form D with the SEC (if deemed necessary) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in accordance with the requirements of Registration Rights Agreement), pursuant to the Registration Rights Agreement, a Form D with the SEC SEC, and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations Designation in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights AgreementDesignation, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, thereby,including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement have been duly authorized by the Company’s board Board of directors Directors or other governing bodya validly authorized committee thereof (collectively, as applicablethe “Board of Directors”), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their its stockholders or other governing body(except as set forth in Section 2(e) hereof). This Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the Company, and this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State of Delaware Company has adopted all applicable resolutions (the “Signing Resolutions”) to authorize this Agreement and is the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Company Investor a true and correct copy of the Signing Resolutions adopted by the Board of Directors. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each no other approvals or consents of the other agreements Company’s Board of Directors and/or stockholders is necessary under applicable laws and instruments entered into the Company’s Articles of Incorporation in effect on the date hereof (the “Articles of Incorporation”) and/or the Company’s Bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and delivery of this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board 's Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders (except as provided in this Agreement), their respective boards (iii) each of directors or their stockholders or other governing body. This this Agreement and the Registration Rights Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto as Exhibit A has been filed with to authorize this Agreement, the Secretary of State of Registration Rights Agreement and the State of Delaware and is transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred SharesCompany’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and the Company’s Certificate of Designations, Incorporation or Bylaws to authorize the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) execution and each delivery of the other agreements and instruments entered into Transaction Documents or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeincluding, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements Directors of the Registration Rights Agreement, a Form D with Company (the SEC “Board of Directors”) and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors has approved resolutions in form reasonably satisfactory to the form attached hereto as Exhibit A has been filed with Investor (the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, Signing Resolutions”) to authorize this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true copy of the minutes of a meeting of the Board of Directors at which the Signing Resolutions were unanimously adopted by the Board of Directors or a unanimous written consent of the Board of Directors approving the Signing Resolutions. Except as may be amended from time set forth in this Agreement, no other approvals or consents of the Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to timeauthorize the execution and delivery of this Agreement, the Registration Rights Agreement or any of the transactions contemplated hereby or thereby, including, but not limited to, the issuance of the Securities.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies or the Principal Market) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders stockholder or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the each Closing, duly executed and delivered by the Company, and each constitutes the and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company and SPAC each has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and the Company has the requisite power and authority to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and the SPAC, and the consummation by the Company and the SPAC of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares by the Company issuable upon conversion of the Preferred Shares and the reservation for issuanceNotes) have been duly authorized by the Company’s board of directors or other governing bodyand SPAC’s board of directors, as applicablerespectively, and (other than the filing with the SEC of the Business Combination Registration Statement and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its the SPAC, their respective Subsidiaries, or their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, Company and SPAC and each constitutes the legal, valid and binding obligations of the CompanyCompany and SPAC, respectively, enforceable against the Company and SPAC in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsSecurity Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Agreement, and to issue the Securities Placement Shares in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includinghereby, including without limitation, the issuance of the Preferred Placement Shares pursuant to this Agreement, when issued and the reservation delivered, will be duly authorized for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) have been sale pursuant to this Agreement duly authorized by the Company’s board Board of directors or other governing body, as applicableDirectors and the Pricing Committee of the Company’s Board of Directors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors, their respective boards of directors the Pricing Committee thereof, or their stockholders or other governing body. This its stockholders, (iii) this Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, been duly executed and delivered by the Company, Company and each (iv) this Agreement constitutes the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State of Delaware Company, or the Pricing Committee thereof, has approved and is in full force authorized this Agreement and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. Such resolutions are valid, in full force and effect and have not been materially modified or supplemented in any respect. Except as may be set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s certificate of incorporation as amended from time and restated and as in effect on the date hereof (the “Certificate of Incorporation”), and/or the Company’s bylaws as amended and restated and as in effect on the date hereof (the “Bylaws”), to timeauthorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Placement Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions Transaction contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceShares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no directors. No further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body, other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the filing of the Certificate of Designations and the acceptance thereof by the Secretary of State of the State of Delaware, a Form D with the SEC and any other filings as may be required by any state securities agencies. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto as Exhibit A has been filed with (the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, Signing Resolutions”) to authorize this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true copy of the minutes of a meeting of the Company’s Board of Directors at which the Signing Resolutions were unanimously adopted by the Board of Directors, or a unanimous written consent of the Company’s Board of Directors approving the Signing Resolutions was adopted in lieu of a meeting. Except as may be amended from time set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to timeauthorize the execution and delivery of this Agreement, the Registration Rights Agreement or any of the transactions contemplated hereby or thereby, including, but not limited to, the issuance of the Securities.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares and (as defined below in Section 5(e)), the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board of directors directors, or other governing bodya validly authorized committee thereof (collectively, as applicablethe “Board of Directors”), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their its stockholders or other governing body. This (save to the extent provided in this Agreement), (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit B attached hereto as Exhibit A has been filed with to authorize this Agreement and the Secretary of State of the State of Delaware and is transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Company Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred SharesBoard of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Designations, Incorporation and/or Bylaws to authorize the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) execution and each delivery of the other agreements and instruments entered into this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders (except as provided in this Agreement), their respective boards (iii) each of directors or their stockholders or other governing body. This this Agreement and the Registration Rights Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State of Delaware Company has approved resolutions (the “Signing Resolutions”) authorizing this Agreement, the Registration Rights Agreement and is the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred SharesCompany’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and the Company’s Certificate of Designations, Incorporation or Bylaws to authorize the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) execution and each delivery of the other agreements and instruments entered into Transaction Documents or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeincluding, but not limited to, the issuance of the Commitment Shares and the issuance and sale of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board 's Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto as Exhibit A has been filed with (the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, Signing Resolutions”) to authorize this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true copy of the minutes of a meeting of the Company’s Board of Directors at which the Signing Resolutions were unanimously adopted by the Board of Directors, or a unanimous written consent of the Company’s Board of Directors approving the Signing Resolutions was adopted in lieu of a meeting. Except as may be amended from time set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to timeauthorize the execution and delivery of this Agreement, the Registration Rights Agreement or any of the transactions contemplated hereby or thereby, including, but not limited to, the issuance of the Securities.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary Investments has the requisite organizational power and authority to enter into and perform its obligations under the Transaction Documents to which it is a partyPledge Agreement. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany or Investments, as applicable, to which each is a party, and the consummation by the Company and Investments of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and Notes, the reservation for issuance (as described in Section 3(c)) and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceNote Shares) have been duly authorized by the Company’s board Board of directors or other governing body, as applicableDirectors (the “Board of Directors”), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (i) any filings as may be required by any state securities agencies, (ii) a Supplemental Listing Application with the Principal Market (as defined below), (iii) the filing of the Prospectus Supplement (as defined below) and (iv) filings contemplated by the Collateral Agreements (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, Company or the Board of Directors or its Subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyCompany (with respect to the Notes, in the form contemplated by the Indenture), and each constitutes the a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution that may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsIndenture, the Registration Rights AgreementCollateral Agreements, the Irrevocable Transfer Agent Instructions (as defined below) Redemption Letter Agreement and each of the other written agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Guaranties, the Security Documents, the Voting Agreements, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below), the Intercreditor Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Preferred Shares and the reservation for issuance) Notes have been duly authorized by the Company’s board Board of directors Directors and, other than (i) any filings as may be required by any state securities agencies, (ii) a supplemental listing application or other governing body, listing of additional shares notification with the Principal Market (as applicable, defined below) and (other than iii) the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights AgreementAgreement (collectively, a Form D with the SEC and any filings as may be required by any state securities agencies) “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. At or prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities lawapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The As used herein, “Security Documents” means the Guarantee Agreement, the Security Agreement, the Perfection Certificate of Designations (as defined in the form attached hereto as Exhibit A has been filed with Security Agreement), any account control agreements, any and all financing statements, fixture filings, security agreements, pledges, assignments, and all other documents executed by a Note Party and delivered to the Secretary of State Collateral Agent to create, perfect, and continue perfected or to better perfect the Collateral Agent’s security interest in and liens on all of the State Collateral of Delaware and is in full force and effectthe Note Parties (whether now owned or hereafter arising or acquired, enforceable against the Company tangible or intangible, real or personal) in accordance with its the terms and has not have been amended. “of the Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and and, subject to the receipt of the Required Approvals (as defined below), perform its obligations under this Agreement, the Certificate of Designation, the Registration Rights Agreement and the other Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto (the “Transfer Agent Instructions”, and collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Series A Preferred Shares and Shares, including the PIK Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Series A Preferred Shares and Shares, including the reservation for issuance) PIK Shares, have been duly authorized by the Company’s board Board of directors or other governing bodyDirectors of the Company (the “Board”) and, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights AgreementRequired Approvals (as defined below), a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent consent, or further authorization is required by the Company, the Board or its Subsidiaries, their respective boards of directors or their stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents to which it is a party have been (or will be prior to the Closingbe, upon execution) duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate of Designations in Designation shall be filed on the form attached hereto as Exhibit A has been filed date hereof with the Secretary of State of the State of Delaware and is pursuant to Section 7(h) and, as of such filing, shall be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeterms.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Debenture and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceDebenture) have been duly authorized by the Company’s board of directors or other governing body, as applicable(the “Signing Resolutions”), and (other the Signing Resolutions are valid, in full force and effect, have been furnished to Buyer, and have not been modified or supplemented in any respect. Other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights AgreementRRA, the filing of a Form D with the SEC and SEC, any other filings as may be required by any state securities agencies, and the submission of a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body, as applicable, or their respective shareholders or stockholders, as applicable, in connection with the consummation of the transactions contemplated by this Agreement. This Agreement has been, and the other Transaction Documents to which it the Company is a party will be prior to the applicable Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesDebenture, the Certificate of DesignationsRRA, the Registration Rights Agreementpurchase agreement with respect to the Company’s equity line financing, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or and delivered by any of the parties hereto or any of the Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesWarrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue offer, issue, and sell the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance offer, issuance, and sale of the Preferred Shares Purchased Securities and the reservation for issuance and issuance of the Note Conversion Shares issuable upon conversion of the Preferred Shares Notes and the reservation for issuanceissuance of the Warrant Shares upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements registration statements relating to the Securities in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing bodybody in connection with the offer, issuance, and sale of the Purchased Securities. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closingshall be, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party shall be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Voting Agreement (as defined below), the Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto Parties in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Debentures and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceDebentures) have been duly authorized by the Company’s board of directors or other governing body, as applicable(the “Signing Resolutions”), and (other the Signing Resolutions are valid, in full force and effect, have been furnished to Buyer, and have not been modified or supplemented in any respect. Other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights AgreementRRA, the filing of a Form D with the SEC and SEC, any other filings as may be required by any state securities agencies, and the submission of a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body, as applicable, or their respective shareholders or stockholders, as applicable, in connection with the consummation of the transactions contemplated by this Agreement. This Agreement has been, and the other Transaction Documents to which it the Company is a party will be prior to the each Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesDebentures, the Certificate of Designations, the Registration Rights AgreementRRA, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or and delivered by any of the parties hereto or any of the Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Subject to Stockholder Approval (as defined below), the Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceShares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in accordance with the requirements of the Registration Rights Agreement), pursuant to the Registration Rights Agreement, the filing of each of the Series C Certificate of Designation and Series D Certificate of Designation with the Secretary of State of the State of Wyoming, a Form D with the SEC SEC, Stockholder Approval, and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their respective stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it the Company is a party party, will be prior to the applicable Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The After the date hereof and on or prior to each Closing, each of the Series C Certificate of Designations in the form attached hereto as Exhibit A Designation and Series D Certificate of Designation has been filed with the Secretary of State of the State of Delaware Wyoming and each such certificate is in full force and effect, enforceable against the Company in accordance with its respective terms and each such certificate has not have been amended. “Transaction Documents” means, collectively, (i) this Agreement, (ii) the Preferred Shares, the Series C Certificate of DesignationsDesignation, (iii) the Registration Rights Agreement, Series D Certificate of Designation (iv) the Irrevocable Transfer Agent Instructions (as defined below), (v) the Registration Rights Agreement, (vi) that certain placement agency agreement, dated as of the date hereof, by and between the Company and Alexander Capital L.P. and (vii) each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement have been duly authorized by the Company’s board Board of directors Directors or other governing bodya validly authorized committee thereof (collectively, as applicablethe “Board of Directors”), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their its stockholders or other governing body(except as set forth in Section 2(e) hereof). This Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the Company, and this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except remedies. Except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations set forth in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred Shares, Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s Certificate of Designations, Incorporation in effect on the Registration Rights Agreement, date hereof (the Irrevocable Transfer Agent Instructions “Certificate of Incorporation”) and/or the Company’s Bylaws in effect on the date hereof (as defined belowthe “Bylaws”) to authorize the execution and each delivery of the other agreements and instruments entered into this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board 's Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders (except as provided in this Agreement), their respective boards (iii) each of directors or their stockholders or other governing body. This this Agreement and the Registration Rights Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto as Exhibit A has been filed with to authorize this Agreement, the Secretary of State of Registration Rights Agreement and the State of Delaware and is transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred SharesCompany’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and the Company’s Certificate of Designations, Incorporation or Bylaws to authorize the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) execution and each delivery of the other agreements and instruments entered into Transaction Documents or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeincluding, but not limited to, the issuance of the Securities.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Exchange Notes and the reservation for issuance and issuance of the Conversion Exchange Note Shares issuable upon conversion of pursuant to the Preferred Shares and the reservation for issuance) Exchange Notes), have been duly authorized by the Company’s board of directors or other governing body, as applicable(the “Board of Directors”), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (i) any filings as may be required by any state securities agenciesagencies and (ii) a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing bodybody in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesExchange Notes, the Certificate of DesignationsAmendments to Security Documents, the Registration Rights AgreementAmendment to Prior Notes, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other written agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceCommon Shares) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more the prospectus supplement required by the Registration Statements in accordance with Statement pursuant to Rule 424(b) under the requirements 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Rights Agreement, a Form D with Statement (the SEC “Prospectus”) and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body, except as set forth in Section 3(b) of the Disclosure Schedules. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Common Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Shares, the issuance of the Common Warrants and the reservation for issuanceissuance and issuance of the Warrant Common Shares issuable upon exercise of the Common Warrants and the issuance of the Preferred Warrants and the reservation for issuance and issuance of the Warrant Preferred Shares issuable upon exercise of the Preferred Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the Stockholder Approval, the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Common Warrants, the Preferred SharesWarrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and, to the extent applicable, each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the filing of the Certificate of Designations, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by the Company or any of the parties hereto its Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) ), the A&R Note and A&R Warrant, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to which it is a partyissue the shares Common Stock to the Holder pursuant to the Subscription Agreement (the “Subscription Shares”) and the Warrants (the Subscription Shares and the Warrants, collectively, the “Securities”) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Preferred Shares and Securities, the reservation for issuance and the issuance of the Conversion Shares Warrant Stock issuable upon conversion exercise of the Preferred Shares and the reservation for issuance) Warrants have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement, a Form D with dated as of April [ ], 2006, between the SEC Company and any filings as may be required by any state securities agenciesthe Holder (the “Registration Rights Agreement”)) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, Warrant and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Upon consummation of the State transactions contemplated by the Transaction Agreement and the Private Placement Memorandum of Delaware and is in full force and effectthe Company, enforceable against dated as of December 1, 2005 (the “Private Placement Memorandum”), the Company in accordance with its terms and has not shall have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate received gross proceeds of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto $3,000,000 in connection with the transactions contemplated hereby sale of Common Stock and thereby, as may be amended from time to timethe Warrants.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other applicable Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceNotes) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other applicable Transaction Documents to which it is a party will be prior to the such Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to such Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsGuaranties, the Registration Rights AgreementSecurity Documents, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes, and the issuance of the Warrants, if any, and the reservation for issuance and issuance of the Conversion Shares Warrant Shares, if any, issuable upon conversion exercise of the Preferred Shares and the reservation for issuance) Warrants, if any), have been duly authorized by the Company’s board of directors or other governing body, as applicable(the “Board of Directors”), and (other than a Listing of Additional Shares Notification with Nasdaq (as defined below) (the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies“Nasdaq Notification”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing bodybody in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, if any, the Registration Rights Agreement, Debenture and the Irrevocable Transfer Agent Instructions (as defined below) and each of the other written agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Warrant and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance offer and sale of the Preferred Common Shares and the Warrants and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Preferred Shares and the reservation for issuanceWarrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC relating to the offer and sale of the Securities pursuant to Regulation D, (ii) the filing of a Notice of Additional Listing with The Nasdaq Capital Market (the “Principal Market”) and (iii) any other filings as may be required by any state securities agenciesauthorities) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has and the Registration Rights Agreement have been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State Directors of the State of Delaware Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and is the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect, enforceable against effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company or minutes of a meeting of the Board of Directors of the Company approving the Signing Resolutions. Except as set forth in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, no other approvals or consents of the Preferred SharesCompany’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Designations, Incorporation and/or Bylaws to authorize the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) execution and each delivery of the other agreements and instruments entered into this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby and therebyhereby, as may be amended from time to timeincluding, but not limited to, the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares Notes and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Preferred Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Preferred Shares and the reservation for issuance) under this Agreement, have been duly authorized by the Company’s board 's Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders or other governing body. This (iii) this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. The Certificate Board of Designations Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto as Exhibit A has been filed with (the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, Signing Resolutions”) to authorize this Agreement, the Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true copy of the minutes of a meeting of the Company’s Board of Directors at which the Signing Resolutions were unanimously adopted by the Board of Directors or a unanimous written consent in lieu of a meeting. Except as may be amended from time set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation (as defined below) and/or Bylaws (as defined below) to timeauthorize the execution and delivery of this Agreement, the Registration Rights Agreement or any of the transactions contemplated hereby or thereby, including, but not limited to, the issuance of the Securities.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue offer, issue, and sell the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance offer, issuance, and sale of the Preferred Shares Purchased Securities and the reservation for issuance and issuance of the Note Conversion Shares issuable upon conversion of the Preferred Shares Notes and the reservation for issuanceissuance of the Warrant Shares upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements registration statements relating to the Securities in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing bodybody in connection with the offer, issuance, and sale of the Purchased Securities. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closingshall be, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party shall be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred SharesNotes, the Certificate of DesignationsWarrants, the Registration Rights Agreement, the Voting Agreement (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto Parties in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuanceNotes) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effecteach such Subsidiary, enforceable against the Company each such Subsidiary in accordance with its terms their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and has not have been amendedremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Certificate of DesignationsNotes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Warrants and the reservation for issuanceissuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.