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, the Notes, and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, Commitment Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. 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 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 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 Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, the issuance of the Commitment Shares and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsWarrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the applicable Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Commitment Shares, 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 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, the Notes, Agreement and the Security other Transaction Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Securities and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsWarrant) have been duly authorized by the Company's Board ’s board of Directors directors, and (other than (i) the filing any filings as may be required by any state securities agencies, (ii) a “Listing of appropriate UCC financing statements Additional Shares Notification” with the appropriate states Principal Market and other authorities pursuant to (iii) in the Security case of the Registration Rights Agreement, and such as will be obtained under the 1933 Act (iicollectively, the “Required Filings”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcyBankruptcy Law, insolvency, reorganization, moratorium, liquidation and except as rights to indemnification and to contribution may be limited by federal or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesstate securities law.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesWarrants, and the Security DocumentsRegistration 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"”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements (as defined in the Security Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies and submission of a listing application with Nasdaq if applicable) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Conversion Underlying Shares issuable upon conversion as of the NotesInitial Closing and each Subsequent Closing, and the granting of a security interest in the Collateral (as defined in the Security Documents) if any), have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to Liens (as defined below) granted under the Security AgreementAgreements, and (iiiv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be duly executed and delivered by the CompanyCompany prior to the Initial Closing, and constitute the each constitutes a legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.,

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and, to the extent applicable, each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in 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 Warrants, the Voting Agreements, 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 execute and deliver, and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 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 Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states 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 other authorities 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 and any filings as may be required by any state securities agencies and (iv) stockholder approvals required pursuant to the Security AgreementBusiness Combination Agreement to permit the consummation of the Business Combination (collectively, and (ii) the “Required Approvals”), no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been 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 Company (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. 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 (assuming that this Agreement and the Companyother Transaction Documents to which such Subsidiary 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 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the Pre-Delivery ADSs (including the underlying Pre-Delivery Shares) and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsConversion ADSs) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of (A) the applicable 6-K Filing (as defined below), (D) a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the Security Agreement1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), and (iiE) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Pre-Delivery ADSs, the Irrevocable Registrar Service Provider Instructions (as defined below), the Irrevocable Depositary 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 Notes, and the Security Transaction Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the NotesCommitment Shares (as defined in Section 5(e) hereof), and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors, or a validly authorized committee thereof (collectively, the “Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors”), and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholders. This Agreement and stockholders (save to the other extent provided in this Agreement), (iii) each Transaction Documents of even date herewith have Document has been duly executed and delivered by the Company, Company and constitute the legal, (iv) each Transaction Document constitutes valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other approvals or consents of the Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s articles of incorporation, as amended and 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 any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the NotesNotes and Warrants, respectively, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting Warrant Shares issuable upon exercise of a security interest in the Collateral (as defined in the Security DocumentsWarrants, respectively) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, and the Guaranty, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, and the issuance of the Warrants, if any, and the reservation for issuance and the issuance of the Conversion Shares Warrant Shares, if any, issuable upon conversion exercise of the NotesWarrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) if any), have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”), and (other than a Listing of Additional Shares Notification with Nasdaq (ias defined below) (the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii“Nasdaq Notification”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute the each constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, if any, the 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. (c)

Authorization; Enforcement; Xxxxxxxx. The Company and SPAC each has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, other Transaction Documents and each of the other agreements entered into by Company has the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") requisite power and authority to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the SPAC, and the consummation by the Company and the SPAC of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares by the Company issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors directors and SPAC’s board of directors, respectively, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states SEC of the Business Combination Registration Statement and other authorities pursuant to one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board the SPAC, their respective Subsidiaries, or their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, Company and constitute 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 their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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 Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors or a validly authorized committee thereof (collectively, the “Board of Directors”) and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has adopted all applicable resolutions (the “Signing Resolutions”) substantially in the form agreed to by the Investor to authorize this Agreement and the transactions contemplated hereby. 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 and correct copy of the Signing Resolutions adopted by the Board of Directors. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s 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 any of the transactions contemplated hereby, including, but not limited to, 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 Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities Purchase Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit B attached hereto to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other 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 the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby, including, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the reservation for issuance and issuance of any Dividend Shares issuable pursuant to the terms of the Certificate of Designations, and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors 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 United States Securities and Exchange Commission (ithe “SEC”) of the Prospectus Supplement (as defined below), the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementCertificate of Designations, and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Warrants, 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and, to the extent applicable, each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the NotesPreferred Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the issuance of the Warrants and the granting reservation for issuance and issuance of a security interest in the Collateral (as defined in Warrant Shares issuable upon exercise of the Security DocumentsWarrants) have been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of prospectus supplements for each Closing as required by the Registration Statement pursuant to Rule 424(b) under the Security Agreement1933 Act (each, a “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and (iiany other filings as may be required by any state securities agencies(collectively, the “Required Approvals”)) and no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A, when filed with the Secretary of State of the State of Delaware pursuant to the terms hereof, will be is in full force and effect, enforceable against the Company in accordance with its terms. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the Warrants, the Voting Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and certificates 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 Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyTransaction Documents to which it is a party, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery by the Company of the Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement“Board”), and (ii) no further filing, consent, consent or authorization is required by the Company, its the Board or the Company’s shareholders, (iii) each of Directors or its stockholders. This this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document to which the Company is a party shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document to which the Company is a party upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Board has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other approvals or consents of the Board, any authorized committee thereof, or shareholders of the Company is necessary under applicable Bermuda or other laws, rules or regulations, or under the Company’s Memorandum of Continuance, as amended and as in effect on the date hereof (the “Memorandum of Continuance”), the Company’s Bye-laws, as amended and as in effect on the date hereof (the “Bye-laws”), or similar organizational documents, to authorize the execution and delivery of this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which the Company is a party, or any of the transactions contemplated hereby or thereby, including, but not limited to, the offer, issuance and sale of the Securities to the Investor.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Warrants, the Security DocumentsDocuments (as defined below), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements a Form D with the appropriate states SEC and any other authorities pursuant to the Security Agreementfilings as may be required by any state securities agencies), and (ii) except as disclosed in Schedule 3(b), no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries’ respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them 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. For purposes of this Agreement, the term “Security Documents” means the Guarantee Agreement, Security Agreement, the Perfection Certificate (as defined in the Security Agreement), any account control agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, and all other documents requested by the Collateral Agent (as defined below) to create, perfect, and continue perfected or to better perfect the Collateral Agent’s security interest in and liens on all of the assets of the Company and each of its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities Notes 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 Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors and directors (other than (i) the filing of appropriate UCC financing statements with the appropriate states SEC of the applicable 8-K Filing (as defined below) (collectively, the “Required Approvals”)) and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to such Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the US Security Agreement, dated as of the date hereof, made by the Company and each of the undersigned Subsidiaries (as defined therein) of the Company from time to time, in favor of CVI Investments, Inc. (the “US Security Agreement”), the Guaranty, the Senior Intercreditor Agreement dated as of the date hereof among the Company, CVI Investments, Inc. (as first lien representative, first lien collateral agent, junior lien representative and junior lien collateral agent) and other parties therein (the “Intercreditor Agreement”), the Perfection Certificate in the form attached hereto as Exhibit B (the “Perfection Certificate”), and any other Security Documents (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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and, to the extent applicable, each of its Subsidiaries’ 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, the filing of appropriate UCC financing statements the Certificate of Designations, a Form D with the appropriate states SEC and any other authorities pursuant to the Security Agreement, and (iifilings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, 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 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 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 NotesCertificate of Designation, the Registration Rights Agreement and the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto (the “Transfer Agent Instructions”, and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the NotesSeries A Preferred Shares, and including the PIK Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesSeries A Preferred Shares, and including the granting of a security interest in the Collateral (as defined in the Security Documents) PIK Shares, have been duly authorized by the Company's Board of Directors and of the Company (the “Board”) and, other than the Required Approvals (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreementas defined below), and (ii) no further filing, consent, or further authorization is required by the Company, its the Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been (or will be, upon execution) duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.. The Certificate of Designation shall be filed on the date hereof with the Secretary of State of the State of Delaware 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. (c)

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the NotesCommitment 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors, or a validly authorized committee thereof (collectively, the "Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors"), and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholders. This stockholders (save to the extent provided in this Agreement), (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the "Signing Resolutions") substantially in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other approvals or consents of the Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Charter and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsShares) have been duly authorized by the Company's Board ’s board of Directors directors, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC (if deemed necessary) and (iiany other filings as may be required) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to each Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, any amendments or supplements to the Business Combination Registration Statement, and a Form D and any other filings as may be required by any state securities agencies, the filing of appropriate UCC financing statements the Certificate of Designations with the appropriate states Secretary of State of the State of Delaware, and other authorities pursuant the notice and/or application(s) to the Security AgreementPrincipal Market for the issuance and sale of the Securities and the listing of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby (collectively, and (iithe “Required Approvals”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, Lock-Up Agreements (as defined below), 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 Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyTransaction Documents to which it is a party, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other 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 the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Debentures and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsDebentures) have been duly authorized by the Company's Board ’s board of Directors directors (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 (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the RRA, the filing of appropriate UCC financing statements a Form D with the appropriate states and SEC, any other authorities pursuant to the Security Agreementfilings as may be required by any state securities agencies, and the submission of a Listing of Additional Shares Notification with the Principal Market (iias defined below) (collectively, the “Required Filings”), no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its 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 of even date herewith have been to which the Company is a party will be prior to the each Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Debentures, the RRA, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into 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. EXHIBIT 10.1

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Convertible Debentures and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesConvertible Debentures), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies 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. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the 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 corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Cash Collateral Agreement and the Security Documents, Deposit Account Control Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and the Existing SPA (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting of a security interest in the Collateral (as defined in the Security DocumentsCash Collateral Agreement) have been duly authorized by the Company's Board board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and any other authorities pursuant to the Security Agreement, and (iifilings as may be required by any state securities agencies) no further filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries' respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them 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.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other 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 the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby, including, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Preferred Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of one or more Registration Statements (as defined in the Registration Rights Agreement), pursuant to the Security Registration Rights Agreement, a Form D with the SEC, and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designation in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of 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 Certificate of Designation, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the NotesInitial Purchased Securities and the Subsequently Purchased Securities, if any, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesUnderlying Shares), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”), and (other than (i) any filings as may be required by any state or foreign securities agencies or Blue Sky laws and the filing rules of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementFinancial Industry Regulatory Authority, Inc. and (ii) a Listing of Additional Shares Notification with Nasdaq (as defined below) (collectively, the “Required Filings”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been (other than the Subsequently Purchased Securities) to which it is a party will be, duly executed and delivered by the CompanyCompany prior to the Initial Closing, and constitute the each constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the perfection certificate(s), the Security Agreements, the Security Documents and 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors and directors (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more registration statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Exchange Notes and Exchange Shares and the reservation for issuance and the issuance of the Conversion Exchange Note Shares issuable upon conversion of pursuant to the Exchange Notes), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”) or a duly authorized committee thereof, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreementsuch filings, and consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) a Supplemental Listing Application with NYSE (as defined below) and (iv) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (iv), collectively, the “Required Filings”), no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be duly executed and delivered by the CompanyCompany prior to the Closing, and constitute the each constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.,

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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 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 Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, Commitment Shares (as defined below in Section 5(f)) and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. 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 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 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 Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities 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 the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the NotesSecurities, and the reservation for issuance and the issuance of the Conversion Shares Warrant Stock issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more registration statements in accordance with the Security requirements of the Registration Rights Agreement, dated as of April [ ], 2006, between the Company and the Holder (iithe “Registration Rights Agreement”)) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement Warrant and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. Upon consummation of the transactions contemplated by the Transaction Agreement and the Private Placement Memorandum of the Company, dated as of December 1, 2005 (the “Private Placement Memorandum”), the Company shall have received gross proceeds of $3,000,000 in connection with the sale of Common Stock and the Warrants.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, Commitment Fee Shares and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Fee 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the NotesInitial 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 Notes, Initial Closing and the granting of a security interest in the Collateral (as defined in the Security Documentseach Subsequent Closing) have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”), and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of the Security Prospectus Supplement in accordance with the requirements of this Agreement, (ii) any filings as may be required by any state securities agencies and (iiiii) 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, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and constitute the each constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Warrants, the 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. [Certain portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[*]” to indicate where omissions have been made. The marked information has been omitted because it is (i) not material and (ii) is the type that the registrant treats as private or confidential.]

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors and directors (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of (A) the applicable 8-K Filing (as defined below), (B) a prospectus supplement in connection with the applicable Closing as required by the Registration Statement pursuant to Rule 424(b) under the Security Agreement1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)), (C) with respect to the Additional Closings, the Indenture (and/or any amendment or supplement thereto) and a Form T-1, (D) the filing of an Additional Listing Application with the Principal Market and (iiE) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”) and no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to such Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Custodian Agreements, the Indenture, the Supplemental Indentures, the Irrevocable Transfer Agent 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the NotesCommitment Shares (as defined below in Section 5(f)), and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors, or a validly authorized committee thereof (collectively, the "Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors"), and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholders. This stockholders (save to the extent provided in this Agreement), (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the "Signing Resolutions") substantially in the form attached hereto as Exhibit A to authorize this Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other approvals or consents of the Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Charter and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Notes), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies or the Principal Market) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholder or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to each Closing, duly executed and delivered by the Company, and each constitutes and will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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. The Company has the requisite power and authority to enter into and perform its obligations under this AgreementAgreement and the other Transaction Documents and to offer, the Notesissue, and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue 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 Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance offer, issuance, and sale of the Notes, Purchased Securities and the reservation for issuance and the issuance of the Note Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrant Shares upon exercise of the Security DocumentsWarrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant SEC of one or more registration statements relating to the Security Securities in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body in connection with the offer, issuance, and sale of the Purchased Securities. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party shall be, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, the issuance of the Commitment Shares and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsWarrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Commitment Shares, 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 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 Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Purchase Shares issuable upon conversion of the Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. 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 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 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 Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsWarrants) have been duly authorized by the Company's Board ’s board of Directors directors, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of (A) the 8-K Filing (as defined below), (B) a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the Security Agreement1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), and (iiC) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)), no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Initial Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the issuance of the Common Warrants and the Preferred Warrants, the reservation for issuance and issuance of the Warrant Common Shares issuable upon exercise of the Common Warrants, and the granting reservation for issuance and issuance of a security interest in the Collateral (as defined in Warrant Preferred Shares issuable upon exercise of the Security DocumentsPreferred Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, any amendments or supplements to the Business Combination Registration Statement, and a Form D and any other filings as may be required by any state securities agencies, the filing of appropriate UCC financing statements the Certificate of Designations with the appropriate states Secretary of State of the State of Delaware, and other authorities pursuant the notice and/or application(s) to the Security AgreementPrincipal Market for the issuance and sale of the Securities and the listing of the Conversion Shares and Warrant Common Shares for trading thereon in the time and manner required thereby (collectively, and (iithe “Required Approvals”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, Lock-Up Agreements (as defined below), 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 Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved resolutions (the “Signing Resolutions”) authorizing this Agreement, the Registration Rights Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other 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 the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby, including, but not limited to, the issuance of the Commitment Shares and the issuance and sale of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, ,including without limitation, the issuance of the Notes, 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 Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) under this Agreement have been duly authorized by the Company's ’s Board of Directors and or a validly authorized committee thereof (other than (i) collectively, the filing “Board of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors”), and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholdersstockholders (except as set forth in Section 2(e) hereof). This Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company, and constitute this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has adopted all applicable resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. 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 and correct copy of the Signing Resolutions adopted by the Board of Directors. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s 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 any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Exchange Notes and the reservation for issuance and the issuance of the Conversion Exchange Note Shares issuable upon conversion of pursuant to the Exchange Notes), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”), and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, any filings as may be required by any state securities agencies and (ii) a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Exchange Notes, the Amendments to Security Documents, the Amendment 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. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security DocumentsRegistration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors Directors, or its stockholders. This stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company, and constitute (iv) each 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 their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto to authorize this Agreement, the Registration Rights Agreement, and the transactions contemplated hereby. 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 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 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 the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby, including, 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of (A) the applicable Announcement 8-K (as defined below), (B) a prospectus supplement in connection with the applicable Closing as required by the Registration Statement pursuant to Rule 424(b) under the Security AgreementSecurities Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), (C) any other filings as may be required by any state securities agencies, and (iiD) the Release (collectively, the “Required Approvals”)) and no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to such Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the 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 and SPAC each has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Subscription Agreement and the Security Documents, other Transaction Documents and each of the other agreements entered into by Company has the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") requisite power and authority to issue the Securities Subscribed Shares in accordance with the terms hereof and thereof. The execution and delivery of this Subscription Agreement and the other Transaction Documents by the Company and the SPAC, and the consummation by the Company and the SPAC of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsSubscribed Shares) have been duly authorized by the Company's Board ’s board of Directors directors and SPAC’s board of directors, respectively, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states SEC of the Business Combination Registration Statement, a Form D with the SEC and any other authorities pursuant to the Security Agreement, and (iifilings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board the SPAC, their respective Subsidiaries, or their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Subscription Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, Company and constitute 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 their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Subscription 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, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) under this Agreement have been duly authorized by the Company's ’s Board of Directors and or a validly authorized committee thereof (other than (i) collectively, the filing “Board of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors”), and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholdersstockholders (except as set forth in Section 2(e) hereof). This Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company, and constitute this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation in effect on the date hereof (the “Certificate of Incorporation”) and/or the Company’s Bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, Initial Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Additional Commitment Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined below in Section 5(e)) and the Security Documents) Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Board of Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto (the “Signing Resolutions”) to authorize this Agreement, the Registration Rights Agreement and 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 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 authorize 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, the NotesWarrants, and the Security DocumentsRegistration 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"”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements (as defined in the Security Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies and submission of a listing application with Nasdaq if applicable) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the NotesConvertible Debentures, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesConvertible Debentures), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders or other 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 of even date herewith have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesWarrants, and the Security DocumentsRegistration 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"”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements (as defined in the Security Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies and submission of a listing application with Nasdaq) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements (as defined in the Security Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in 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 corporate power and authority to enter into and perform its obligations under this Agreement, the Securities Purchase Agreement, the Notes, the Indenture, the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), the Warrants, the Escrow Agreement, the Reimbursement Agreement and each other agreement executed by the Security DocumentsCompany or any Subsidiary in connection with the Letter of Credit, and each of the other agreements entered into by between the parties hereto Investors and/or the Placement Agent and the Company or any Subsidiary in connection with the transactions contemplated by the Securities Purchase Agreement, the Indenture and this Agreement (collectively, the "“Transaction Documents"”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the NotesNotes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the reservation for issuance and the granting issuance of a security interest the Interest Shares in accordance with the Collateral (as defined in terms of the Security Documents) Indenture and the Notes, and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors, and (ii) no further filing, consent, or authorization is required by the Company, its ’s Board of Directors or its stockholders. This Assuming due authentication by the Trustee, the Notes, when issued and paid for in accordance with the terms of the Securities Purchase Agreement and the Indenture, will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements a Form D with the appropriate states SEC and any other authorities pursuant to the Security Agreement, and (iifilings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security 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 and SPAC each has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Subscription Agreement and the Security Documents, other Transaction Documents and each of the other agreements entered into by Company has the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") requisite power and authority to issue the Securities Subscribed Shares in accordance with the terms hereof and thereof. The execution and delivery of this Subscription Agreement and the other Transaction Documents by the Company and the SPAC, and the consummation by the Company and the SPAC of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsSubscribed Shares) have been duly authorized by the Company's Board ’s board of Directors directors and SPAC’s board of directors, respectively, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states SEC of the Business Combination Registration Statement, a Form D with the SEC and any other authorities pursuant to the Security Agreement, and (iifilings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board the SPAC, their respective Subsidiaries, or their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Subscription Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, Company and constitute 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 their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Subscription Agreement, the Non-Redemption 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of (A) the applicable 8-K Filing (as defined below), (B) a prospectus supplement in connection with the applicable Closing as required by the Registration Statement pursuant to Rule 424(b) under the Security Agreement1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)), (C) with respect to the Additional Closings, the Indenture (and/or any amendment or supplement thereto) and a Form T-1, (D) the filing of an Additional Listing Application with the Principal Market and (iiE) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”) and no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to such Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Custodian Agreements, the Indenture, the Supplemental Indentures, the Irrevocable Transfer Agent Instructions, the Security Documents, the Guarantees, the Leakout 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. Investments has the requisite organizational power and authority to enter into and perform its obligations under the Pledge Agreement. The execution and delivery of this Agreement and the other Transaction Documents by the Company 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, thereby (including, without limitation, the issuance of the Notes, and the reservation for issuance (as described in Section 3(c)) and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsNote Shares) have been duly authorized by the Company's ’s Board of Directors (the “Board of Directors”), and (other than (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 appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, Prospectus Supplement (as defined below) and (iiiv) filings contemplated by the Collateral Agreements (collectively, the “Required Filings”)) no further filing, consent, consent or authorization is required by the Company, its Company or the Board of Directors or its stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been 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 constitute the each constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution that may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Indenture, the Collateral Agreements, the 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, 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 power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and, to the extent applicable, each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of a Form D or one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the filing of appropriate UCC financing statements with the appropriate states Certificate of Designations and other authorities pursuant to the Security Agreementacceptance thereof by the Secretary of State of the State of Delaware, and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Registration Rights Agreement, the Warrants, 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Note Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon conversion exercise of the NotesWarrants), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”), and (other than a Listing of Additional Shares Notification with Nasdaq (ias defined below) (the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii“Nasdaq Notification”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute the each constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsCommon Shares) have been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the Security Agreement1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies and The Nasdaq Stock Market, and LLC, or any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation (iithe “Principal Market”) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The term “Transaction Documents” means, collectively, this 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 to which it is a party by the Company and its Subsidiaries, as applicable, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, with respect to the Company, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements (A) the 8-K Filings (as defined below), (B) one or more prospectus supplements to the base prospectus contained in the Registration Statement (the “Prospectus”) in connection with the appropriate states Initial Closing and other authorities the Additional Closing, if applicable, pursuant to Rule 424(b) under the Security Agreement1933 Act (each, a “Prospectus Supplement”, and collectively, the “Prospectus Supplements”), (iiC) any other filings as may be required by any state securities agencies or the Principal Market (collectively, the “Required Approvals”)), and no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body in connection with the consummation of the transactions contemplated by the Transaction Documents. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the applicable Closing will be prior to each Closing, duly executed and delivered by the Company, and upon such execution will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the applicable 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. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Voting Agreements (as defined below), the Security 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A-1 has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. The Super Voting Certificate of Designations in the form attached hereto as Exhibit A-2 has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Super Voting Certificate of Designations, the Preferred Shares, the Super Voting Preferred Shares, 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, 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 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 Notes, and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities Placement Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by the Company it of the transactions contemplated hereby and therebyhereby, including, including without limitation, the issuance of the NotesPlacement Shares pursuant to this Agreement, when issued and the reservation delivered, will be duly authorized for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been sale pursuant to this Agreement duly authorized by the Company's ’s Board of Directors and (other than (i) the filing Pricing Committee of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementCompany’s Board of Directors, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors Directors, the Pricing Committee thereof, or its stockholders. This , (iii) this Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute (iv) this Agreement constitutes the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company, or the Pricing Committee thereof, has approved and authorized this Agreement and 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 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 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 authorize 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, 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 Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Board of Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto (the “Signing Resolutions”) to authorize this Agreement, the Registration Rights Agreement and 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 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 authorize 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board ’s board of Directors and directors (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities SEC of (A) the applicable 8-K Filing (as defined below), (B) a prospectus supplement in connection with the applicable Closing as required by the Registration Statement pursuant to Rule 424(b) under the Security Agreement1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)), (C) with respect to the Additional Closings, the Indenture (and/or any amendment or supplement thereto) and a Form T-1, (D) the filing of an Additional Listing Application with the Principal Market and (iiE) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”) and no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to such Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Custodian Agreements, the Indenture, the Supplemental Indentures, the Irrevocable Transfer Agent 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. (c)

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the issuance of the Common Warrants and the granting reservation for issuance and issuance of a security interest in the Collateral (as defined in Warrant Common Shares issuable upon exercise of the Security DocumentsCommon 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 ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been approved by the board of directors of the Company and is authorized under the Articles of 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 power and authority to enter into and perform its obligations under this Agreement, the NotesRegistration Rights Agreement, the Warrant and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance offer and sale of the Notes, Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsWarrants) have been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing of appropriate UCC financing statements a Form D with the appropriate states SEC relating to the offer and other authorities sale of the Securities pursuant to Regulation D, (ii) the Security Agreement, filing of a Notice of Additional Listing with The Nasdaq Capital Market (the “Principal Market”) and (iiiii) any other filings as may be required by any state securities authorities) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governing body. This Agreement and the Registration Rights Agreement have been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto (the “Signing Resolutions”) to authorize this Agreement, the Registration Rights Agreement and 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 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 authorize 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, the Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. The Board of Directors of the Company has approved resolutions substantially in the form set forth in Exhibit B attached hereto (the “Signing Resolutions”) to authorize this Agreement, the Registration Rights Agreement and 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 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 authorize 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and, to the extent applicable, each of its Subsidiaries’ 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, the filing of appropriate UCC financing statements the Certificate of Designations and the acceptance thereof by the Secretary of State of the State of Nevada, a Form D with the appropriate states SEC and any other authorities pursuant to the Security Agreement, and (iifilings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, 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 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 corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security DocumentsDocuments (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"”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) Notes have been duly authorized by the Company's ’s Board of Directors and (and, other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreementany filings as may be required by any state securities agencies, and (ii) a supplemental listing application or listing of additional shares notification with the Principal Market (as defined below) and (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 Agreement (collectively, the “Required Filings”), no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.. 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 such 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 used herein, “Security Documents” means the Guarantee Agreement, the Security Agreement, the Perfection Certificate (as defined in the 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 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 Collateral of the Note Parties (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal) in accordance with the terms of the Transaction Documents. (c)

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar other laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form provided to the Investor to authorize this Agreement, the Registration Rights Agreement and 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 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 this Agreement, no other 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 the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby, including, 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 Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the NotesCommitment 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors, or a validly authorized committee thereof (collectively, the “Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors”), and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholders. This stockholders (save to the extent provided in this Agreement), (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other approvals or consents of the Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the NotesInitial 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 NotesInitial Closing and each Subsequent Closing), and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors (the “Board of Directors Directors”), and (other than (i)) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreementany filings as may be required by any state securities agencies, and (ii) a Listing of Additional Shares Notification with Nasdaq (as defined below) (clauses (i) and (ii) collectively, the “Required Filings”), no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be duly executed and delivered by the CompanyCompany prior to the Initial Closing, and constitute the each constitutes a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the perfection certificate, the Security Agreements, the Security Documents and 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 Notes, and the Security Documents, Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the NotesCommitment 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s board of directors, or a validly authorized committee thereof (collectively, the “Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security AgreementDirectors”), and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or any committee thereof, or its stockholders. This stockholders (save to the extent provided in this Agreement), (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated hereby. 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 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 this Agreement, no other approvals or consents of the Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), and/or Bylaws, as amended (the “Bylaws”), to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the issuance of the Common Warrants and the granting reservation for issuance and issuance of a security interest in the Collateral (as defined in Warrant Common Shares issuable upon exercise of the Security DocumentsCommon 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 ’s board of Directors directors or other governing body, as applicable, and (other than (i) the Stockholder Approval, the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended. “Transaction Documents” means, collectively, this Agreement, 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 power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Series B Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsSeries B Preferred Shares) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, and a Form D and any other filings as may be required by any state securities agencies, the filing of appropriate UCC financing statements the Certificate of Designations with the appropriate states Secretary of State of the State of Delaware, and other authorities pursuant the notice and/or application(s) to the Security AgreementPrincipal Market for the issuance and sale of the Securities and the listing of the Conversion Shares for trading thereon in the time and manner required thereby (collectively, and (iithe “Required Approvals”)) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Series B 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Debenture and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsDebenture) have been duly authorized by the Company's Board ’s board of Directors directors (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 (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the RRA, the filing of appropriate UCC financing statements a Form D with the appropriate states and SEC, any other authorities pursuant to the Security Agreementfilings as may be required by any state securities agencies, and the submission of a Listing of Additional Shares Notification with the Principal Market (iias defined below) (collectively, the “Required Filings”), no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its 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 of even date herewith have been to which the Company is a party will be prior to the applicable Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Debenture, the RRA, the purchase 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 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the granting issuance of a security interest in the Collateral (as defined in Warrants and the Security Documentsreservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.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 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, 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

Authorization; Enforcement; Xxxxxxxx. The Company Each Note Party has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, other Transaction Documents and each of the other agreements entered into by Company has the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") requisite power and authority to issue the Securities that it is issuing prior to the Business Combination Closing in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company each Note Party, and the consummation by the Company each Note Party of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company prior to the Business Combination Closing of the Notes, Notes and the reservation for issuance and the issuance of the Conversion Shares by the Company (if conversion occurs prior to the Business Combination Closing) issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board such Note Party’s board of Directors directors, manager or managing member, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states SEC of the Business Combination Registration Statement, a Form D with the SEC and any other authorities pursuant to filings as may be required by any state securities agencies (such filings, the Security Agreement, and (ii“Securities Filings”)) no further filing, consent, consent or authorization is required by any Note Party or the CompanySPAC, its Board or their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, each applicable Note Party and constitute each constitutes the legal, valid and binding obligations of the Company, such Note Party enforceable against the Company such Note Party in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Security Documents, the Perfection Certificate (as defined below) and each of the other agreements and instruments entered into or delivered 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 Notes, and the Security Documents, Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") , and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the Notes, 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 Notesunder this Agreement, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors of the Company (the “Board of Directors”) and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, consent or authorization is required by the Company, its Board of Directors or its stockholders. This , (iii) this Agreement has been, and the each other Transaction Documents of even date herewith have been Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, and constitute shall constitute, the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. The Board of Directors has approved resolutions in form reasonably satisfactory to the Investor (the “Signing Resolutions”) to authorize this Agreement, the Registration Rights Agreement and 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 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 authorize 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, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions Transaction contemplated hereby and thereby, thereby (including, without limitation, the issuance by the Company of the Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security DocumentsPreferred Shares) have been duly authorized by the Company's Board ’s board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no directors. No further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body, 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 and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") 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 Notes, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the granting of a security interest in the Collateral (as defined in the Security Documentsreservation for issuance) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body, as applicable, and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to SEC of one or more Registration Statements in accordance with the Security requirements of the Registration Rights Agreement, a Form D with the SEC and (iiany filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in 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.