Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are Each Note has been duly authorized and is being validly issued to the Buyer. The Conversion Shares have been duly authorized and fully reserved for issuance and, upon issuance conversion of the Note in accordance with the terms of the Transaction Documents shall its terms, will be validly issued, fully paid and non-assessable assessable, and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests claims and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The Conversion Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Company (except to the accuracy extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and under the 1933 Act. Each Warrant has been duly authorized and is being validly issued to the Buyer. The Warrant Shares have been duly authorized and fully reserved for issuance and, upon exercise of the representations Warrant in accordance with its terms, will be validly issued, fully paid and warranties non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Warrant Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Buyers Company (except to the extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in this Agreementthe Transaction Documents and under the 1933 Act. The Commitment Shares have been duly authorized and upon delivery to the Buyer shall be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the offer and issuance by issue thereof, with the Buyer being entitled to all rights accorded to a holder of Common Stock. The Commitment Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Company of (except to the Securities is exempt from registration extent already waived) and will not impose personal liability upon the holder thereof, other than restrictions on transfer provided for in the Transaction Documents and under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third first anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), ) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking assuming for purposes hereof that any such exercise shall not take into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). Upon issuance or conversion in accordance with the Notes Notes, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon exercise in accordance with the Warrants (as the case may be)Warrants, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance shares of Common Stock issuable upon the exercise of the Notes Firm Warrants, Option Warrants, and Underwriter Warrants (the Warrants “Underwriter Warrant Shares”), are duly authorized for issuance and sale pursuant to this Agreement and the Transaction Documents, when issued, paid for and delivered upon issuance in accordance with the terms due exercise of the Transaction Documents shall Firm Warrants, Option Warrants, and Underwriter Warrants, as applicable, will be duly and validly issued, fully paid and non-assessable assessable, free and free from all preemptive or similar rightsclear of any lien, mortgagescharge, defectspledge, claimssecurity interest, liensencumbrance, pledges, charges, taxes, rights right of first refusal, encumbrancesregistration right, security interests preemptive right or other restriction imposed by the Company or to which the Company is obligated. The holders of the Securities will not be subject to personal liability by reason of being such holders. The Securities are not and other encumbrances (collectively “Liens”) with respect will not be subject to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% preemptive rights of any holders of any security of the sum of (i) Company or similar contractual rights granted by the maximum number of Conversion Shares issuable upon conversion Company. All corporate action required to be taken for the authorization, issuance and sale of the Notes (assuming for purposes hereof that (x) Securities has been duly and validly taken. When issued, the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as Option Securities will constitute valid and binding obligations of the date hereofCompany to issue and sell, (y) interest on the Notes shall accrue through the third anniversary upon exercise thereof and payment of the Closing Date exercise price therefor, the number and will be converted in shares type of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as securities of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion Company called for thereby in accordance with the Notes or exercise terms thereof and the Option Securities are enforceable against the Company in accordance with their terms; provided, however, that the Warrants enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (as regardless of whether such enforceability is considered a proceeding in equity or at law). The Securities conform in all material respects to all statements with respect thereto contained in the case may be)Registration Statement, the Conversion Shares Time of Sale Disclosure Package and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActFinal Prospectus.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents issuance, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof. The Company As of the Initial Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150% of "Required Reserved Amount") the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in 25,000,000 shares of Common Stock at a conversion price equal (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof) to effect the issuance of the Conversion Shares pursuant to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and Notes (z) any such conversion shall not take without taking into account any limitations on the conversion issuance thereof pursuant to the terms of the Notes set forth in the Notes), ) and (ii) 130% of the maximum number of Warrant Shares initially issued and issuable upon exercise pursuant to the Warrants, each as of the Warrants Trading Day immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). As of the date hereof, there are 152,539,968 shares of Common Stock authorized and unissued. Upon issuance or conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of such Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 300% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date Price (as defined in the NoteNotes) as of the date hereof, and (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are have been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. The Upon the Company conducting a reverse split or increase of authorized shares in order to be able to reserve additional shares of Common Stock within 60 days after the Closing, the Company shall have reserved reserve from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares shares of Common Stock issuable (i) upon conversion of the Notes maximum number of Preferred Shares (assuming for purposes hereof hereof, that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the Notes), Certificate of Designations) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination, it being understood that the reservation of stock by the Company is a material obligation of the Company, and the failure of the Company to reserve sufficient stock under this Section 3(c) within 60 days of Closing shall constitute a default under this Agreement and entitle each Buyer to pursue all remedies available under this Agreement and the Transaction Documents. Provided, however, that if the Company has used its best efforts to effect a reverse stock split or combination and has filed applications with the Financial Industry Regulatory Authority (“FINRA”) the 60-day period in this Section 3(c) shall be tolled by an additional 15 days. Upon issuance or conversion in accordance with the Notes Certificate of Designations or the exercise in accordance with of the Warrants and payment of the exercise price under the Warrants (as the case may be)including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. 5.1 As soon as practicable after the Closing Date, the Company shall issue and deliver, or shall cause the issuance and delivery of, the Units in the name or names specified by the Purchaser purchased in the Offering. Such Securities shall bear a legend in substantially the following form: THESE SECURITIES HAVE BEEN ISSUED PURSUANT TO THE EXEMPTION FROM THE REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED PROVIDED BY RULE 506 OF REGULATION D UNDER SUCH ACT AND/OR SECTION 4(2) OF SUCH ACT. THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. 5.2 The issuance legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Notes and Securities represented thereby, if, unless otherwise required by state securities laws, (i) such Securities have been sold under an effective registration statement under the Warrants are duly authorized and upon issuance in accordance with the terms Securities Act, (ii) such Securities have been sold pursuant to Rule 144 or (iii) such legend is not required under applicable requirements of the Transaction Documents shall be validly issued, fully paid Securities Act (including judicial interpretations and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights pronouncements issued by the staff of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereofCommission). The Company shall have reserved from may not make any notation on its duly authorized capital stock for issuance pursuant records or give instructions to the Notes not less than 150% of Transfer Agent that enlarge the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest restrictions on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes transfer set forth in this Section 5. 5.3 The Purchaser agrees that such Purchaser will sell any Securities pursuant to either the Notes)registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and (ii) that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the maximum number plan of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants distribution set forth therein). Upon issuance or conversion in accordance with , and acknowledges that the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy removal of the representations and warranties of the Buyers restrictive legend from certificates representing Securities as set forth in this Agreement, Section 5 is predicated upon the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActCompany’s reliance upon this understanding.

Issuance of Securities. The issuance of the Notes and the Warrants are Securities is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusalLiens, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The As of each Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 250% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Convertible Notes set forth in the Notes), therein) and (ii) 250% of the maximum number of Warrant Shares initially issuable upon cash exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon The issuance or conversion of the Convertible Notes and Warrants is duly authorized, and upon the due execution, issuance and delivery, the Convertible Notes and Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares is duly authorized, and upon issuance in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Convertible Notes, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance of the Warrant Shares is duly authorized, and upon issuance in accordance with the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable and free from all preemptive or Liens similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance in accordance with the terms of the Transaction Documents, Buyers will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as Certificate of the date hereofDesignations), (y) interest dividends on the Notes Preferred Shares shall accrue through the third second anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is less than the higher of (i) the lowest Conversion Price under the Amended and Restated Notes, and (ii) the highest Restatement Conversion Price determined for any Incremental Advances completed up to the time of such issuance (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the Warrants are duly authorized foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the Transaction Documents shall be validly issuedissuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, fully paid in each case to the extent set forth on Schedule 8.22 and non-assessable in accordance with the terms of such Equity Interests; and free from all preemptive (z) Equity Interests issued to employees, consultants, directors, advisors or similar rightsother third parties, mortgagesin exchange for the provision of goods or services to any Credit Party, defectsor as part of their compensation, claimsto the extent not otherwise prohibited by the Operative Documents, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) in each case with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that foregoing clauses (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof), (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z), only if such issuance was approved or otherwise authorized by the board of directors of the Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). No Credit Party shall close an issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such conversion shall not take into account any limitations on the conversion issuance of the Notes set forth in the NotesDilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if (i) there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring; and (ii) if the maximum aggregate amount of the Tranche 4 Advance and the Incremental Advances and the unfunded Committed Amount is at least $100,000,000, the following offer is made to the Holders with reasonable detail about the Dilutive Issuance (including, without limitation, pricing and other economic terms) at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of Warrant Shares initially issuable upon exercise such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Warrants (without taking into account any limitations on Dilutive Issuance and the exercise acquisition in full of the Warrants set forth thereinDilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. Upon issuance In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or conversion not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the Restatement Closing Date. (d) The Credit Parties shall not proceed with any Down Round or Dilutive Issuance if compliance with applicable Laws or the policies of the CSE would prevent a required Down-Round Price Reset or Pre-Emptive Right Offer to occur in accordance with the Notes or exercise in accordance with terms of this Section 8.22. For the Warrants (as the case may be)avoidance of doubt, the Conversion Shares Company could be required to both complete a Down-Round Price Reset and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActPre-Emptive Right Offer.

Issuance of Securities. The issuance of the Notes and the Warrants are is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents issuance, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof. The Company As of the applicable Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150% of “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable upon conversion of pursuant to the Notes (assuming for purposes hereof that (x) to be issued in such Closing based on the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date of $2.50 (as defined in the Note) as of the date hereofadjusted for any stock dividend, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of stock split, stock combination, reclassification or similar transaction occurring after the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion issuance thereof pursuant to the terms of the Notes set forth in Notes) (the Notes), and “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares initially issued and issuable upon exercise pursuant to the Warrants to be issued in such Closing, each as of the Warrants Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon issuance or conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance (a) No party shall, nor shall any party permit any of its Subsidiaries to, issue, agree to issue, deliver, sell, award, pledge, dispose of or otherwise encumber or authorize or propose the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms issuance, delivery, sale, award, pledge, disposal or other encumbrance of, any shares of the Transaction Documents shall be validly issuedtheir capital stock of any class or any securities convertible into or exchangeable for, fully paid and non-assessable and free from all preemptive or similar any rights, mortgageswarrants or options to acquire, defectsany such shares or convertible or exchangeable securities, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances than (collectively “Liens”w) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that Stock Option Agreements, (x) pursuant to the Notes are convertible at Benefit Plans relating to the Alternate Conversion Price WPL Subsidiaries listed in (as defined and in the Notesamounts no greater than those set forth in) assuming an Alternate Conversion Date (as defined in the Note) as Section 7.4 of the date hereofWPL Disclosure Schedule, (y) interest on the Notes shall accrue through the third anniversary issuances by a Subsidiary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal party hereto to the Alternate Conversion Price assuming an Alternate Conversion Date as party that directly or indirectly controls such Subsidiary or to a wholly- owned Subsidiary of the date hereof such party, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth issuances: (i) in the Notescase of IES and the IES Subsidiaries (A) in connection with refunding IES Preferred Stock or Utilities Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 450,000 shares of IES Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; (C) issuances of IES Common Stock pursuant to IES dividend reinvestment plans; and (D) issuances of securities pursuant to the IES Rights Agreement. (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares of WPL and the Warrant SharesWPL Subsidiaries (A) in connection with refunding of WP&LC Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 1 million shares of WPL Common Stock to be issued for general corporate purposes, respectivelyincluding issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, when issuedstock option and other incentive compensation plans, will be validly issued, fully paid directors plans and nonassessable and free from all preemptive or similar rights or Liens with respect stock purchase plans; (C) issuances of WPL Common Stock pursuant to WPL dividend reinvestment plans; and (D) issuances of securities pursuant to the issue thereofWPL Rights Agreement. (iii) in the case of Interstate and the Interstate Subsidiaries (A) in connection with refunding of Interstate Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 200,000 shares of Interstate Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; and (C) issuances of Interstate Common Stock pursuant to Interstate's dividend reinvestment plans. (b) The parties shall promptly furnish to each other such information as may be reasonably requested including financial information and take such action as may be reasonably necessary and otherwise fully cooperate with each other in the holders being entitled to all rights accorded to a holder preparation of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of any registration statement under the Securities is exempt from registration under the 1933 ActAct and other documents necessary in connection with issuance of securities as contemplated by this Section 7.4, subject to obtaining customary indemnities.

Issuance of Securities. The (a) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Equity Interest, including, without limitation and for the avoidance of doubt, any security evidencing Indebtedness which is convertible or exchangeable for, or represents an option, right or obligation to acquire, any Equity Interest, including, without limitation, any Indebtedness which would otherwise be permitted under Section 8.2 (collectively, “Dilutive Interests”), the price of which (on a per Share equivalent basis) is lower than the highest Conversion Price set forth in Schedule 1.1(d) (such an issuance is a “Down Round”). Notwithstanding the foregoing restriction, the Company may issue a Down Round if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, provided, however, that at the time of such issuance, the Adjusted Conversion/Exercise Price (as indicated on Schedule 1.1(d), as applicable) shall be automatically deemed amended to be the per unit price (on a per Share equivalent basis as agreed upon by the Majority Holders and the Company, in each case, acting reasonably) of the Dilutive Interests being issued in such Down Round (in each case, such prices remaining subject to further adjustments in accordance with the Notes and Warrants and this Section 8.22) (the Warrants are duly authorized foregoing clause is referred to as the “Down-Round Price Reset”). The Down-Round Price Reset shall not be required for any Down-Round involving (x) the exercise, conversion, exchange or redemption of any securities of any Credit Party existing as of the Restatement Closing Date to the extent set forth on Schedule 8.22 and upon issuance in accordance with the terms of such securities; (y) the Transaction Documents shall be validly issuedissuance of any Equity Interests pursuant to obligations in effect or contemplated as of the Restatement Closing Date, fully paid in each case to the extent set forth on Schedule 8.22 and non-assessable in accordance with the terms of such Equity Interests; and free from all preemptive (z) Equity Interests issued to employees, consultants, directors, advisors or similar rightsother third parties, mortgagesin exchange for the provision of goods or services to any Credit Party, defectsor as part of their compensation, claimsto the extent not otherwise prohibited by the Operative Documents, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) in each case with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that foregoing clauses (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof), (y) interest on and (z), only if such issuance was approved or otherwise authorized by the Notes shall accrue through the third anniversary board of directors of the Closing Date Company, there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring (collectively, “Excluded Issuances”). The Notes and Warrants, if and to the extent identified on Schedule 1.1(d) as being subject to the Down-Round Price Reset, are, and will be converted in shares of Common Stock at a conversion price equal continue to be, the only Notes and Warrants subject to the Alternate Conversion Down-Round Price assuming Reset under this Section 8.22(a). No Credit Party shall close an Alternate Conversion Date issuance of Dilutive Interests without first (A) giving notice as contemplated in Section 8.22(b) below and (B) executing such documentation as the Majority Holders may require to document the Down-Round Price Reset, including an updated Schedule 1.1(d). For the avoidance of doubt, this Section 8.22(a) shall not apply in connection with the issuance or amendment of any securities pursuant to an Incremental Advance. (b) Notwithstanding anything to the contrary herein or in any other Operative Document, issue any Dilutive Interests (excluding Excluded Issuances and issuances in connection with an Incremental Advance) if, upon closing such issuance, the Note Holder Ownership Percentage would reasonably be expected to be below fifty one percent (51%) (any such issuance of Dilutive Interests being a “Dilutive Issuance”), provided that Dilutive Issuances shall be permitted if there is no Event of Default at the time of each such issuance and such issuance would not be reasonably likely to result in an Event of Default occurring, at least twenty one (21) days prior to issuing any Dilutive Interests (the “Pre-Emptive Right Offer”): the Holders shall be offered, and shall have a period of ten (10) days from receipt of the Pre-Emptive Right Offer to accept such offer, the right to purchase a number of such Dilutive Interests being offered at the same price and subject to the same terms as offered to all other purchasers thereof (provided that the issuance to the Holders may be completed as a concurrent private placement if such Dilutive Issuance is a public offering) that would result in the Note Holder Ownership Percentage being at least fifty one percent (51%) following completion of the Dilutive Issuance and the acquisition in full of the Dilutive Interests offered under this Section 8.22(b), such purchase to be closed concurrently with completion of the Dilutive Issuance. In connection with the Pre-Emptive Right Offer, the Company shall provide to the Holders all information, documents and materials they reasonably request and that the Company can reasonably, practically and legally provide in connection with each such Dilutive Issuance, including, without limitation, the names of the other purchasers acquiring such Dilutive Interests (where known to the Company) and the number of Dilutive Interests each such purchaser has disclosed it intends to purchase (whether or not binding, and updated upon request by the Gotham Purchasers). (c) No Credit Party other than the Company may issue any Equity Interests other than new Equity Interests that are expressly authorized in such Credit Party’s Organizational Documents as of the date hereof and Restatement Closing Date. (zd) any such conversion The Credit Parties shall not take into account proceed with any limitations on Down Round or Dilutive Issuance if compliance with applicable Laws or the conversion policies of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance CSE would prevent a required Down-Round Price Reset or conversion Pre-Emptive Right Offer to occur in accordance with the Notes or exercise in accordance with terms of this Section 8.22. For the Warrants (as the case may be)avoidance of doubt, the Conversion Shares Company could be required to both complete a Down-Round Price Reset and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActPre-Emptive Right Offer.

Issuance of Securities. The issuance As of the Notes Closing, the Series A Stock and the Warrants are Series A-1 Stock will have been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be (i) validly issued, fully paid and non-assessable and assessable, (ii) free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance thereofthereof and (iii) entitled to the rights and preferences set forth in the Certificates of Designation. The Company shall have reserved from its duly authorized capital stock for issuance As of the Closing, at least 12,200,390 shares of Common Stock (subject to adjustment pursuant to the Notes not less than 150% completion of the sum of (iany stock dividend, stock subdivision, stock combination, recapitalization, reorganization, consolidation, or merger) the maximum number of Conversion Shares issuable will have been duly authorized and reserved for issuance upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Series A Closing Date Shares and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants Warrants. As of the Closing, at least 340,000 shares of Series A Stock (without taking into account subject to adjustment pursuant to the completion of any limitations on stock dividend, stock subdivision, stock combination, recapitalization, reorganization, consolidation, or merger) will have been duly authorized and reserved for issuance upon conversion of the Series A-1 Purchased Shares. Upon conversion of the Series A Stock in accordance with the Series A Designation and upon the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)their terms, the shares of Conversion Shares Stock and the Warrant SharesStock, respectivelyas applicable, when issued, will shall be (i) validly issued, fully paid and nonassessable and non-assessable, (ii) free from all preemptive or similar rights or Liens taxes, liens and charges with respect to the issue thereof, with the holders being issuance thereof and (iii) entitled to all the rights accorded to a holder of Common Stock. Upon conversion of the Series A-1 Stock in accordance with the Series A-1 Designation, the shares of Series A-1 Conversion Stock shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights accorded to a holder of Series A Stock under the Series A Designation. Subject to the accuracy of the representations and warranties of each of the Buyers Purchasers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActSecurities Act and applicable state securities laws, and the Securities will be issued in compliance with all applicable state and federal securities laws. The issuance of the Securities are not (and will not be) subject to any preemptive rights or rights of first refusal. Upon the Closing, each share of Series A Stock shall be convertible pursuant to the terms of the Series A Designation into 48.69735 shares of Common Stock. Upon the Closing, each share of Series A-1 Stock shall be convertible pursuant to the terms of the Series A-1 Designation into one share of Series A Stock.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third eighteen month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). The issuance of the Commitment Shares are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Seller represents, warrants and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of agrees that: (i) Seller possess such knowledge and experience in financial and business matters as to be capable of evaluating the maximum number of Conversion Shares issuable upon conversion merits and risks of the Notes Buyer Issuer’s Shares and the transactions contemplated by this Agreement; (assuming ii) Seller knows and understands the Buyer Issuer, its business, finances, customers and prospects in all respects that Seller considers material to its decision to enter into the transactions described in this Agreement; (iii) Seller is acquiring Buyer Issuer’s Shares for its own account, for investment purposes hereof that only and not with a view toward resale or other transfer except in conformity with all applicable federal and state securities law requirements; (xiv) Seller understands that, although the Notes Shares are convertible at subject to the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) IPO, as of the date hereofEffective Date, Buyer Issuer’s Shares have not yet been registered under the Securities Act of 1933 (ythe “1933 Act”) interest on or any applicable state securities law and all such Shares may constitute “restricted securities” under the Notes shall accrue through the third anniversary 1933 Act; (v) Seller will not sell or otherwise transfer any of the Closing Date and Buyer Issuer’s Shares it acquires or any interest therein, except pursuant to an effective registration statement with respect thereto if such statement is required under the 1933 Act and/or all applicable state securities laws, or except to Seller’s members or to a spouse or issue of such members or a trust solely for their benefit for estate planning purposes, provided that no transfers will be converted permitted in shares violation of Common Stock at a conversion price equal the Seller Lock-Up Agreements and all transfers must be pursuant to an opinion of counsel satisfactory to the Alternate Conversion Price assuming Buyer Issuer (if such an Alternate Conversion Date as of opinion is required by the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the NotesBuyer Issuer), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities effect that such sale or transfer is exempt from registration under the 1933 ActAct and under all applicable state securities laws; (vi) Seller has sufficient financial wherewithal to withstand without hardship a complete loss on its investment in Buyer Issuer’s Shares, and has no need for liquidity in connection with his investment in the Buyer Issuer’s Shares; (vii) Seller has consulted or has had the opportunity to consult with its own independent legal and other counsel prior to executing this Agreement and engaging in the transactions contemplated hereby; and (viii) Seller understands that the sale of the Buyer Issuer’s Shares by Seller at any time may give rise to taxable income to Seller, and Seller acknowledges and agrees that it or its members shall be responsible for any corresponding tax obligations.

Issuance of Securities. The issuance of the Notes Preferred Shares, subject to the acceptance of the Certificate of Designations by the Secretary of State of the State of Delaware, and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common StockStock (other than restrictions on transfer as described in Section 2(g)). Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Notes, the Warrants and the Incremental Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Floor Price or the Adjusted Floor Price (each as defined in the Notes) assuming an Alternate Conversion Date (), as defined in the Note) applicable, as of the date hereof, (y) interest on the Notes shall accrue through the third three (3) year anniversary of the Closing Date Date, and will be converted in into shares of Common Stock at a conversion price equal to the Alternate Conversion Floor Price assuming an Alternate Conversion Date or the Adjusted Floor Price, as applicable, as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein), (iii) the maximum number of Incremental Conversion Shares issuable upon conversion of the Incremental Notes (assuming for purposes hereof that (x) the Incremental Notes are convertible at the Floor Price or the Adjusted Floor Price (each as defined in the Incremental Notes), as applicable, as of the date hereof, (y) such Incremental Notes are issued upon exercise or cancellation of the Incremental Warrants every ninety (90) days following the Closing Date until all such Incremental Warrants have been exercised or cancelled and interest on the Incremental Notes shall accrue through the three (3) year anniversary of the applicable issuance date of such Incremental Note, as applicable, and will be converted into shares of Common Stock at a conversion price equal to the Floor Price or the Adjusted Floor Price, as applicable, as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Incremental Notes set forth in the Incremental Notes) and (iv) the maximum number of Incremental Warrant Shares initially issuable upon exercise of the Incremental Common Warrants (without taking into account any limitations on the exercise of the Incremental Common Warrants set forth therein). Upon issuance or issuance, conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Notes, the Warrants the Incremental Notes and the Incremental Common Warrants, the Conversion Shares, the Warrant Shares, the Incremental Conversion Shares and the Incremental Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Floor Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as Certificate of the date hereofDesignations), and (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). The issuance of the Common Shares are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance Sprint shall not, and shall not permit any of its Subsidiaries to, issue, deliver or sell, or authorize or propose the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms issuance, delivery or sale of, any shares of the Transaction Documents shall be validly issuedits capital stock of any class, fully paid and non-assessable and free from all preemptive any Sprint Voting Debt or similar any securities convertible into or exercisable for, or any rights, mortgageswarrants or options to acquire, defectsany such shares or Sprint Voting Debt, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) or enter into any agreement with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% any of the sum of foregoing, other than (i) the maximum number issuance of Conversion Shares issuable Sprint Common Stock (and the associated Sprint Rights) upon the exercise of stock options or in connection with rights under other stock-based benefits plans, to the extent such options or rights are outstanding on the date hereof in accordance with their present terms or upon the exercise of the stock options issued pursuant to clause (vi) below, (ii) the issuance of Sprint Capital Stock upon the conversion of Sprint Conversion Securities pursuant to the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (terms thereof as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of effect on the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (iiiii) the maximum number issuance of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on Sprint PCS Stock pursuant to the exercise of Warrants pursuant to the Warrants set forth therein). Upon issuance or conversion terms of the Warrant Agreements as in effect on the date hereof, (iv) issuances by a wholly owned Subsidiary of Sprint of capital stock to such Subsidiary's parent, (v) issuances in accordance with the Notes Sprint Rights Agreement, (vi) issuances of stock options in connection with regular option grants by Sprint or exercise issuances of stock options for new hires or issuances of restricted stock, in accordance each case in the ordinary course of business and consistent with past practice pursuant to the Warrants Sprint Benefit Plans, (vii) the issuance of shares of Sprint Capital Stock pursuant to purchase rights or preemptive rights held by stockholders of Sprint under the terms of the instruments or agreements as in effect on the case may be), the Conversion Shares and the Warrant Shares, respectively, when date hereof pursuant to which such shares were issued, will be validly issued, fully paid and nonassessable and free from all preemptive (viii) the issuance of Sprint Capital Stock pursuant to acquisitions permitted under Section 4.1(e) hereof or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy under Section 4.1 of the representations and warranties Sprint Disclosure Schedule or (ix) as provided in Section 5.7 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActSprint Disclosure Schedule.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the NoteNotes) as of the date hereof, (y) interest on the Notes shall accrue through the third eighteen month anniversary of the Closing Date and will be converted in shares of Common Stock into Ordinary Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), ) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockOrdinary Shares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants Preferred Shares are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall hereof, (i) will be validly issued, fully paid and non-assessable assessable, and will be free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) Liens with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), thereof and (ii) the maximum number holders thereof will be entitled to the rights set forth in the Certificate of Warrant Designations. The Warrants and the Notes are duly authorized and, upon issuance in accordance with the terms hereof, (x) will be free from all taxes and Liens with respect to the issuance thereof and (y) the holders thereof will be entitled to the rights set forth in the Warrants. At least 26,791,105 shares of Class A Common Stock (subject to adjustment pursuant to the Company’s covenant set forth in Section 4.f) have been duly authorized and reserved for issuance upon conversion of the Preferred Shares initially issuable and the Note Conversion Shares and upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)Warrants. Upon issuance or conversion in accordance with the Notes or Certificate of Designations and upon exercise in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or taxes and Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Class A Common Stock. Subject Upon conversion in accordance with the Notes, the Note Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes and Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Preferred Stock. Assuming the accuracy of the Buyers’ representations and warranties of the Buyers set forth in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and applicable state securities laws.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to as of the Notes Closing Date, (i) not less than 150125% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take determined without taking into account any limitations on the conversion of the Notes Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Conversion Price (as defined in the Notes), Certificate of Designation) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 3.2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150300% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the NotesCertificate of Designations) then in effect assuming an Alternate Conversion Date (as defined in the NoteCertificate of Designations) as of the date hereof, (y) interest dividends on the Notes Preferred Shares shall accrue through the third eighteen month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Series C Preferred Stock set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Certificate of Designations or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Incremental Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid paid, and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests interests, and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150100% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Floor Price or the Adjusted Floor Price (each as defined in the Notes) assuming an Alternate Conversion Date (), as defined in the Note) applicable, as of the date hereof, (y) interest on the Notes shall accrue through the third eighteen (18) month anniversary of the Closing Date Date, will be paid in Interest Shares (as defined in the Notes) at a value equal to the Floor Price or the Adjusted Floor Price as applicable, and will be converted in shares of Common Stock Ordinary Shares at a conversion price equal to the Alternate Conversion Floor Price assuming an Alternate Conversion Date or the Adjusted Floor Price, as applicable, as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), ) and (ii) the maximum number of Warrant Incremental Conversion Shares initially issuable upon exercise conversion of the Incremental Notes (assuming for purposes hereof that (x) the Incremental Notes are convertible at the Floor Price or the Adjusted Floor Price (each as defined in the Incremental Notes), as applicable, as of the date hereof, (y) such Incremental Notes are issued upon exercise or cancellation of the Incremental Warrants every ninety (without taking 90) days following the Closing Date until all such Incremental Warrants have been exercised or canceled and interest on the Incremental Notes shall accrue through the eighteen (18) month anniversary of the applicable issuance date of such Incremental Note, as applicable, will be paid in Interest Shares (as defined in the Incremental Notes) at a value equal to the Floor Price or the Adjusted Floor Price, as applicable and will be converted in Ordinary Shares at a conversion price equal to the Floor Price or the Adjusted Floor Price, as applicable, as of the date hereof and (z) any such conversion shall not take into account any limitations on the exercise conversion of the Warrants Incremental Notes set forth thereinin the Incremental Notes). Upon issuance or conversion in accordance with the Notes or exercise in accordance with and the Warrants (as the case may be)Incremental Notes, the Conversion Shares, the Interest Shares and the Warrant Incremental Conversion Shares, respectively, when issued, will be validly issued, fully paid paid, and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockOrdinary Shares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third thirty-six month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). The issuance of the Commitment Shares are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance (a) No party shall, nor shall any party permit any of its Subsidiaries to, issue, agree to issue, deliver, sell, award, pledge, dispose of or otherwise encumber or authorize or propose the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms issuance, delivery, sale, award, pledge, disposal or other encumbrance of, any shares of the Transaction Documents shall be validly issuedtheir capital stock of any class or any securities convertible into or exchangeable for, fully paid and non-assessable and free from all preemptive or similar any rights, mortgageswarrants or options to acquire, defectsany such shares or convertible or exchangeable securities, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances than (collectively “Liens”w) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that Stock Option Agreements, (x) pursuant to the Notes are convertible at Benefit Plans relating to the Alternate Conversion Price WPL Subsidiaries listed in (as defined and in the Notesamounts no greater than those set forth in) assuming an Alternate Conversion Date (as defined in the Note) as Section 7.4 of the date hereofWPL Disclosure Schedule, (y) interest on the Notes shall accrue through the third anniversary issuances by a Subsidiary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal party hereto to the Alternate Conversion Price assuming an Alternate Conversion Date as party that directly or indirectly controls such Subsidiary or to a wholly-owned Subsidiary of the date hereof such party, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth issuances: (i) in the Notescase of IES and the IES Subsidiaries (A) in connection with refunding IES Preferred Stock or Utilities Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 450,000 shares of IES Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; (C) issuances of IES Common Stock pursuant to IES dividend reinvestment plans; and (D) issuances of securities pursuant to the IES Rights Agreement. (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares of WPL and the Warrant SharesWPL Subsidiaries (A) in connection with refunding of WP&LC Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 1 million shares of WPL Common Stock to be issued for general corporate purposes, respectivelyincluding issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, when issuedstock option and other incentive compensation plans, will be validly issued, fully paid directors plans and nonassessable and free from all preemptive or similar rights or Liens with respect stock purchase plans; (C) issuances of WPL Common Stock pursuant to WPL dividend reinvestment plans; and (D) issuances of securities pursuant to the issue thereofWPL Rights Agreement. (iii) in the case of Interstate and the Interstate Subsidiaries (A) in connection with refunding of Interstate Preferred Stock with preferred stock or debt at a lower cost of funds (calculating such cost on an after-tax basis); and (B) up to 200,000 shares of Interstate Common Stock to be issued for general corporate purposes, including issuances in connection with acquisitions and financing and issuances pursuant to employee benefit plans, stock option and other incentive compensation plans, directors plans and stock purchase plans; and (C) issuances of Interstate Common Stock pursuant to Interstate's dividend reinvestment plans. (b) The parties shall promptly furnish to each other such information as may be reasonably requested including financial information and take such action as may be reasonably necessary and otherwise fully cooperate with each other in the holders being entitled to all rights accorded to a holder preparation of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of any registration statement under the Securities is exempt from registration under the 1933 ActAct and other documents necessary in connection with issuance of securities as contemplated by this Section 7.4, subject to obtaining customary indemnities.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 250% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as Certificate of the date hereofDesignations), (y) interest dividends on the Notes Preferred Shares shall accrue through the third second anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as Certificate of the date hereofDesignations), (y) interest dividends on the Notes Preferred Shares shall accrue through the third second anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes Notes, (i) prior to the Stockholder Approval Date (as defined below), no shares of Common Stock, and (ii) from and after the Stockholder Approval Date, not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares, the Common Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 130% of the maximum number of Conversion Shares shares of Common Stock issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof hereof, that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the Notes), Certificate of Designations) and (ii) 100% of the maximum number of Warrant Shares initially shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). Upon issuance or conversion in accordance with the Notes Certificate of Designations or exercise in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance Xxxxxxx-Xxxxxx and Spinco shall not, and Spinco shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge, dispose of or otherwise encumber, or authorize or propose the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms issuance, delivery, sale, pledge, disposition or encumbrance of, (x) any shares of the Transaction Documents shall be validly issuedits capital stock of any class or, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized Spinco any capital stock for issuance pursuant to the Notes not less than 150% of the sum any class of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereofits Subsidiaries, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and any Spinco Voting Debt or Xxxxxxx-Xxxxxx Voting Debt or (z) any securities convertible into or exercisable or exchangeable for, or any rights, warrants, calls or options to acquire, any such conversion shall not take shares or Spinco Voting Debt or Xxxxxxx-Xxxxxx Voting Debt, or enter into account any limitations commitment, arrangement, undertaking or agreement with respect to any of the foregoing, other than (i) (A) the issuance, delivery and redemption of Xxxxxxx-Xxxxxx Common Stock pursuant to equity awards outstanding on the conversion date hereof in accordance with their current terms under the Xxxxxxx-Xxxxxx Option Plans and the Xxxxxxx-Xxxxxx Management Bonus Plan or upon acceleration of the Notes set forth vesting of such equity awards in accordance with this Agreement and the Notes)Employee Matters Agreement, including in each case elections made or to be made with respect to such awards, or (B) the delivery and redemption of Xxxxxxx-Xxxxxx Common Stock upon vesting of Xxxxxxx-Xxxxxx Restricted Stock outstanding on the date hereof in accordance with their current terms or upon acceleration of the vesting of such Xxxxxxx-Xxxxxx Restricted Stock in accordance with this Agreement and the Employee Matters Agreement, (ii) the maximum number granting of Warrant Shares initially issuable upon exercise Xxxxxxx-Xxxxxx Stock Options that will not become Substitute Options and will not be exercisable for shares of Xxxxxxx-Xxxxxx Common Stock that will be entitled to receive shares of Spinco Common Stock in the Distribution, (iii) the automatic granting of Xxxxxxx-Xxxxxx Stock Options to directors of Xxxxxxx-Xxxxxx at the time of the Warrants (without taking into account annual meeting of stockholders of Xxxxxxx-Xxxxxx and/or upon the appointment of any limitations person to the Board of Directors of Xxxxxxx-Xxxxxx under the Xxxxxxx-Xxxxxx 2003 Stock Option Plan for Non-Employee Directors pursuant to its terms on the exercise date hereof or (iv) issuances, redemptions, deliveries and sales by a wholly owned Subsidiary of the Warrants set forth therein). Upon issuance Xxxxxxx-Xxxxxx or conversion in accordance with the Notes Spinco of capital stock of such Subsidiary to such Subsidiary’s parent or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive another wholly owned Subsidiary of Xxxxxxx-Xxxxxx or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActSpinco.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 110% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) 110% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the second anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of securities set forth in the Notes) and (iiiii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Common Shares, the Prefunded Warrants and the Warrants are duly authorized and and, upon issuance and payment in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as issuable upon exercise of the date hereof Prefunded Warrants and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Prefunded Warrants set forth thereinin the Prefunded Warrant and the exercise of the Warrant Shares set forth in the Warrants). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Warrants, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon exchange in accordance with the Prefunded Warrants, the shares of Common Stock issuable upon exercise of the Prefunded Warrants, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) The issuance of the Notes and the Warrants Securities to be issued hereunder are duly authorized and, upon payment and upon issuance in accordance with the terms of the Transaction Documents hereof, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests Liens and other encumbrances (collectively “Liens”) charges with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% As of the sum Closing, the Company has not authorized or reserved any shares of Common Stock for the issuance of the Debenture Shares or the Warrant Shares. (b) Except for (i) the maximum number of Conversion Shares issuable upon conversion filing of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as Company’s amended and restated articles of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes)incorporation, and (ii) the maximum number reservation by the Board (as hereinafter defined) of Warrant Shares initially issuable 25,661,088 shares of Common Stock for issuance upon conversion of the Debenture and exercise of the Warrants (without taking into account any limitations on as contemplated by Section 7.15(a) hereof, all actions by the exercise Board, the Company and its stockholders necessary for the valid issuance of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Debenture Shares and the Warrant SharesShares pursuant to the terms of the Debenture and the Warrants, respectively, has been taken. (c) Subject to the provisions of Section 7.15(a) hereof, the Debenture Shares and Warrant Shares, when issuedissued and paid for upon conversion of the Debenture or exercise of the Warrants, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. Subject to Assuming the accuracy of each of the representations and warranties of the Buyers set forth in this AgreementArticle IV hereof, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the 1933 Securities Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (xi) the Notes are convertible at the Alternate Conversion Event of Default Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereofClosing Date, (yii) interest on the Notes shall accrue through the third second anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Event of Default Price (as defined in the Notes) assuming an Alternate Conversion Date as of the date hereof Closing Date and (ziii) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Notes, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are Preferred Shares is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof, and shall vest in the Purchasers full and sole title and power to the Preferred Shares purchased hereby by the Purchasers, free and clear of restrictions on transfer other than those imposed by the federal securities laws. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes)is duly authorized, and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Certificate of Designations, the Conversion Shares and the Warrant Shares, respectively, when issued, issued will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights rights, taxes or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The issuance of the Warrants and the Warrant Shares is duly authorized, and upon issuance of such securities in accordance with terms of the Transaction Documents or the Warrants, respectively, the Warrants and Warrant Shares when issued will each be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes or Liens with respect to the accuracy issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. As of each Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the representations and warranties sum of the Buyers in this Agreement, maximum number of (A) Conversion Shares issuable pursuant to the offer and issuance by the Company terms of the Securities is exempt Certificate of Designations, including, without limitation, upon conversion or otherwise (assuming for such purpose that (x) such Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations), (y) dividends on the Preferred Shares shall accrue through the twelve month anniversary of the Closing Date and will be converted in shares of Common Stock at a dividend conversion price equal to the initial Conversion Price and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations); and (B) Warrant Shares issuable pursuant to the terms of the Warrants (assuming for such purpose that (x) such Warrants are exercisable at the initial Exercise Price (as defined in the Warrant) (y) any such exercise shall not take into account any limitations on the exercise of the Warrants set forth in the Warrant) (the “Required Reserve Amount”). “Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from registration under the 1933 Acta reclassification of such common stock.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the applicable Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereofEncumbrances. The Company shall have reserved from its duly authorized capital stock as of the date hereof, in addition to authorized capital stock reserved for issuance pursuant to the Notes all Other Securities, not less than 150% of the sum maximum number of Conversion Shares issuable upon conversion of the Preferred Shares being acquired at the Initial Closing (determined without taking into account any limitations on the conversion of the Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Series A Conversion Rate (as defined in the Certificate of Designation). The Company shall have reserved from its duly authorized capital stock as of the Closing Date, in addition to authorized capital stock reserved for all Other Securities, not less than 150% of (ia) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take determined without taking into account any limitations on the conversion of the Notes Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Series A Conversion Rate (as defined in the NotesCertificate of Designation), ) and (iib) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereofEncumbrances, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of Assuming the representations and warranties of the Buyers Investor contained in this AgreementArticle III are true, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Securities Act.

Issuance of Securities. The issuance of Notes, the Notes Guarantees and the Warrants are have been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents issuance, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The Company As of the Initial Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150% of “Required Reserve Amount”) the sum of (i) 130% of the maximum number of Conversion Shares issuable upon conversion of pursuant to the Notes (assuming for purposes hereof that (x) based on the Notes are convertible at the Alternate Conversion Price Rate (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) effect as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Initial Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion issuance thereof pursuant to the terms of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants Warrants, (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants) and (iii) 130% of the maximum number of shares issuable as Interest Shares assuming all Interest (as defined in the Notes) through the Maturity Date (as defined in the Notes) is paid in Interest Shares at the maximum possible Interest Rate (as defined in the Notes). Upon issuance or conversion of the Notes in accordance with the Notes terms thereof or exercise of the Warrants in accordance with the Warrants (terms thereof, as the case may be), the Conversion Shares and or the Warrant Shares, respectively, when issuedas the case may be, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company and the Guarantors of the Securities is will be exempt from the registration requirements under the 1933 Act.

Issuance of Securities. The Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment thereof in accordance with the terms and conditions of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)this Agreement, the Conversion Purchase Shares and the Warrant Shares, respectively, when issued, will shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject 8,000,000 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 242,529 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Initial Commitment Shares (as defined below in Section 5(e)) in accordance with this Agreement. The Initial Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the accuracy issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 113,636 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Initial Purchase Shares. The Initial Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the representations issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and warranties of the Buyers reserved for issuance as Additional Commitment Shares (as defined below in Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement, the offer Additional Commitment Shares shall be validly issued, fully paid and issuance by nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the Company issue thereof, with the holders being entitled to all rights accorded to a holder of the Securities is exempt from registration under the 1933 ActCommon Stock.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares initially issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes set forth in the NotesNotes and assuming for such purpose that all Notes have been issued on the Closing Date), and (ii) 200% of the maximum number of Interest Shares initially issuable pursuant to the terms of the Notes from the Closing Date through the twenty-one month anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of securities set forth in the Notes and assuming for such purpose that all Notes have been issued on the Closing Date) and (iii) 125% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, and (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 150% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. As of the six month anniversary of the Closing Date, assuming the Company’s continued compliance with its filing obligations under the 1934 Act, the Conversion Shares and, assuming a cashless exercise of the Warrants, the Warrant Shares, in each case, shall be eligible to be resold by each Buyer (assuming such Buyer is not then an affiliate of the Company) pursuant to Rule 144.

Issuance of Securities. The issuance of the Notes Preferred Stock and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150133% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Stock (assuming for purposes hereof that (x) the Notes are Preferred Stock is convertible at the Alternate Conversion Price (as defined in the NotesCertificate of Designation) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Stock set forth in the NotesCertificate of Designation), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon The issuance or of the Conversion Shares is duly authorized, and upon conversion of the Preferred Stock in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Certificate of Designation, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The issuance of the Warrant Shares is duly authorized, and upon exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the accuracy issue thereof, with the holders of the representations and warranties Warrant Shares being entitled to all rights accorded to a holder of the Buyers in this Agreement, the offer and Common Stock. The issuance by the Company of the Securities is exempt from registration has been registered under the 1933 Act, the Securities will be issued pursuant to the Registration Statement (as defined below) and all of the Securities will be freely transferable and freely tradable by each of the Investors without restriction. Prior to the Closing Date, the Registration Statement will be effective and available for the issuance of the Securities thereunder and the Company will not have received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities hereunder and as contemplated by the other Transaction Documents. Upon receipt of the applicable Securities, each Investor will have good and marketable title to the applicable Securities. “Common Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150the greater of (I) 6 million shares of Common Stock and (II) 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereofClosing Date, (y) interest on the Notes shall accrue through the third eight month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date as of the date hereof Closing Date and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein),. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Notes, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the NoteCertificate of Designations) as of the date hereof, and (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 110% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) 110% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the second anniversary of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date without taking into account any limitations on the issuance of securities set forth in the Notes) and (iiiii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. i) The issuance of the Notes Exchange Common Shares and the Warrants are Exchange Note is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents this Agreement, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof. The Company As of the Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than “Required Reserved Amount) 150% of the sum of (i) the maximum number of Exchange Conversion Shares issuable upon conversion of the Notes Exchange Note (assuming for purposes hereof hereof, that (x) the Notes are Exchange Note is convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Exchange Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants Exchange Note set forth therein). Upon issuance or conversion of the Exchange Note in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)terms thereof, the Exchange Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the . ii) The offer and issuance by the Company of the Securities is Exchange Common Shares and the Exchange Note in conformity with this Agreement constitute transactions exempt from registration under the 1933 Act pursuant to Section 4(a)(2) of the 1933 Act. The Company acknowledges and agrees that in accordance with Rule 144 promulgated under the 1933 Act, (i) the holding period of the Warrants may be tacked on to the holding period of the Exchange Common Shares and the Exchange Note and (ii) assuming the Holder has not transferred the Exchange Note, the holding period of the Warrants and the Exchange Note may be tacked on to the holding period of the Exchange Conversion Shares. The Company agrees not to take any position contrary to this Section 5(c) for purposes of Rule 144 of the 1933 Act. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue unrestricted Exchange Common Shares and Exchange Conversion Shares that are not containing any restrictive legend and, assuming the accuracy of the Holder’s representation set forth in Section 4(j), freely tradable on the Principal Market without restriction, in each case, without the need for any action by the Holder. iii) The Company is in compliance with Rule 144(c)(1) promulgated under the 1933 Act.

Issuance of Securities. The issuance Company proposes, upon the terms and subject to the conditions set forth herein, to issue and sell to the Initial Purchasers 150,000 Units consisting of the $150,000,000 in aggregate principal amount of Notes and the Warrants are duly authorized and upon issuance in accordance with the terms to purchase an aggregate of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in 1,372,746 shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The Notes issuable in exchange therefor are collectively referred to herein as the accuracy of "Exchange Notes." Upon original issuance thereof, and until such time as the representations and warranties of same is no longer required under the Buyers in this Agreement, the offer and issuance by the Company applicable requirements of the Securities is exempt from registration under Act of 1933, as amended (the 1933 "Act"), the Units, the Notes, the Warrants and the Warrant Shares (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: 3 THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF ORBITAL IMAGING CORPORATION AND ITS SUCCESSORS ("THE COMPANY") THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE AND WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE UNITS, NOTES AND WARRANTS (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE OR WARRANT AGENT) OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY OR TRUSTEE, REGISTRAR OR TRANSFER AGENT FOR THE SECURITIES SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of each Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (zy) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are Initial Preferred Shares is duly authorized and upon issuance in accordance with the terms of the Transaction Documents and upon payment therefor, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof, other than, for the avoidance of doubt, restrictions on transfer under the securities laws. The issuance of the Preferred Warrants is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all Liens with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 150% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (w) the Preferred Warrants have been exercised in full, (x) the Notes Preferred Shares are convertible at the Alternate Conversion Floor Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the NoteCertificate of Designations) as of the date hereof, and (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) 100% of the maximum number of Warrant Preferred Shares initially issuable upon exercise of the Preferred Warrants (without taking into account any limitations on the exercise of the Preferred Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Certificate of Designations, or exercise in accordance with the Preferred Warrants (as the case may be), the Conversion Shares and the Warrant Preferred Shares, respectively, when issuedissued and paid for, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, other than, for the avoidance of doubt, restrictions on transfer under the securities laws, with the holders being entitled to all rights accorded to a holder of Common StockStock or Preferred Shares, as the case may be. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than the sum of 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate a Conversion Date (as defined in the NoteNotes) as of the such date hereofof determination, (y) interest on the Notes shall accrue through the third first anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate a Conversion Date as of the such date hereof of determination, and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Notes, or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in At least 5,550,000 shares of Common Stock at a conversion price equal (subject to adjustment pursuant to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Company’s covenant set forth in the Notes)Section 4(g) below or otherwise for any stock split, stock dividend, stock combination or similar transaction) have been duly authorized and (ii) the maximum number of Warrant Shares initially issuable reserved for issuance upon exercise of the Warrants (without taking into account any limitations on including the exercise Override Warrants), the Override Exchange, the Preferred Override Exchange Shares, the SEA Warrant and the Investor Share Option. Upon the Preferred Authorization, at least 2,000,000 shares of Preferred Stock (subject to adjustment pursuant to the Warrants Company’s covenant set forth therein)in Section 4(g) below or otherwise for any stock split, stock dividend, stock combination or similar transaction) will have been duly authorized and reserved for issuance as Preferred Override Exchange Shares. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (including any Override Warrants), the Preferred Override Exchange Shares, the Investor Share Option or the SEA Warrant, or upon issuance in accordance with the Override Exchange, as the case may be, the Warrant Shares (including any Override Warrant Shares), the Conversion Shares and the Warrant Override Exchange Shares, respectivelyWarrant Shares (as defined in the Securities Exchange Agreement) or Option Shares (as defined in the Securities Exchange Agreement), when issuedas applicable, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or taxes and Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock or Preferred Stock, as applicable. Subject The Notes and the Warrants are duly authorized and, upon issuance in accordance with the terms hereof, shall be (i) free from all taxes and Liens with respect to the issuance thereof and (ii) entitled to the rights set forth in the Notes and the Warrants, as applicable. Assuming the accuracy of the representations and warranties of the Buyers set forth in this AgreementSection 2 above, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and any other applicable securities laws.

Issuance of Securities. The issuance of the Notes Common Stock, the Preferred Stock and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The As of the First Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the shares of Common Stock sold at the First Closing, (ii) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Stock (assuming for purposes hereof that (x) the Notes are Preferred Stock is convertible at the Alternate Fixed Conversion Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Stock set forth in the Notes), Certificate of Designation) and (iiiii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon The issuance or of the Conversion Shares is duly authorized, and upon conversion of the Preferred Stock in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Certificate of Designations, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance of the Warrant Shares is duly authorized, and upon exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or Liens similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are have been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 300% of the maximum number of Conversion Shares shares of Common Stock issuable (i) upon conversion of the Notes maximum number of Preferred Shares (assuming for purposes hereof hereof, that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the Notes), Certificate of Designations) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Notes Certificate of Designations or the exercise in accordance with of the Warrants and payment of the exercise price under the Warrants (as the case may be)including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. This Section 3(c) is subject to the same limitation described in the second to last sentence of Section 3(b).

Issuance of Securities. The issuance (1) With respect to Mortgage Loans evidenced by a Participation Certificate which Participant has elected to purchase, the related Seller shall instruct (and, if such Seller fails to instruct, then Participant may instruct) Custodian to deliver to GNMA, FNMA or FHLMC, as applicable (the "Applicable Agency"), the documents listed in Exhibits C-l, C-2 or C-3 of the Notes Custodial Agreement in respect of such Mortgage Loans, in the manner and at the Warrants are duly authorized time set forth in the Custodial Agreement. Such Seller shall thereafter promptly deliver to the Applicable Agency any and upon issuance in accordance with all additional documents requested by the terms Applicable Agency to enable the Applicable Agency to make Delivery to Participant of a Security backed by such Mortgage Loans on the related Anticipated Delivery Date. Such Seller shall not revoke such instructions to Custodian and shall not revoke its instructions to the Applicable Agency to make Delivery to Participant or its designee of a Security backed by such Mortgage Loans. (2) The related Seller shall notify Participant, not later than 12:00 noon, New York City time, on the second (2nd) Business Day prior to the applicable Settlement Date, (i) of the Transaction Documents shall be validly issued, fully paid amount of any change in the principal amount of the Mortgage Loans backing each such Security related to such Settlement Date and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”ii) with respect to FHLMC Securities, the FHLMC mortgage loan pool number applicable to each Security to which such Settlement Date relates. Upon Delivery of such Security to Participant or its designee, Xxxxxxxxxxx xxxxx xease to have any interest under such Participation Certificate in the Mortgage Loans backing such Security, notwithstanding anything to the contrary in the Participation Certificate. (3) With respect to each Participation Certificate that Participant elects to purchase hereunder, Participant shall owe to the related Seller, on the later to occur of four (4) Business Days after the Purchase Date or on the date of Receipt by Participant of the related Security, a Performance Fee. If a Participation Certificate is purchased by Participant after the first (1st) day of the month in which the Settlement Date occurs, Participant shall also pay to such Seller on the date of Receipt by Participant of the Security backed by the related Mortgage Loans an amount equal to the accrued interest on the related Security at the rate specified in the related Takeout Commitment from the first day of such month to and including the day immediately preceding the date Participant purchased such Participation Certificate. If a Participation Certificate is purchased by Participant in the month prior to the month in which the Settlement Date occurs, the related Seller, as servicer, shall pay to Participant all interest payments which accrue on such Participation Certificate during the period from the date of purchase of such Participation Certificate through and including the last day of the month prior to the month in which such Settlement Date occurs. Notwithstanding the foregoing, no amounts shall be owed by Participant to such Seller upon issuance thereofof such Security in the circumstances contemplated in Section 3(c)(2). The Company Except as otherwise provided in this Section 3(a)(3) and in Section 3(b), and subject to Participant's right of set-off set forth in Section 3(g), any Performance Fee owed by Participant with respect to a Participation Certificate shall have reserved be paid by Participant to the related Seller not later than the Settlement Date of the related Security. It is understood by the related Seller and Participant that, if such Seller requests and Participant agrees to pay the Performance Fee prior to the Settlement Date of the related Security, the amount of such Performance Fee shall be adjusted as mutually agreed by such Seller and Participant. (b) Unless Receipt of a Security backed by the Mortgage Loans evidenced by a Participation Certificate purchased hereunder has occurred by 12:00 noon, New York City time, on the related Settlement Date, (1) the Performance Fee relating to such Participation Certificate shall be reduced daily for the period from its duly authorized capital stock for issuance the Settlement Date to but not including the earlier of the date of Receipt of such Security and the date of satisfaction of the obligations of the related Seller pursuant to the Notes not less than 150% exercise by Participant of any remedial election authorized by this Section 3 by an amount equal to (A) the sum Purchase Price of such Participation Certificate multiplied by (B) the result obtained by dividing (i) the maximum number of Conversion Shares issuable upon conversion Pass-Through Rate for such Participation Certificate plus one percent (1%) by (ii) three hundred and sixty (360) and (2) the Performance Fee, if any, relating to such Participation Certificate shall not be payable until the end of the Notes period specified in clause (assuming for purposes hereof that 1) of this paragraph. (x1) the Notes are convertible If a breach by any Seller of this Agreement results in any Mortgage Loan being a Defective Mortgage Loan at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as time of the date hereofdelivery of the related Participation Certificate to Participant, Participant in its sole discretion may require that such Seller, upon receipt of notice from Participant of its exercise of such right, either (yi) immediately repurchase Participant's ownership interest in such Defective Mortgage Loan by remitting to Participant the allocable amount paid by Participant for such Defective Mortgage Loan plus interest at the Pass-Through Rate on the Notes principal amount thereof from the date of Participant's purchase of such Participation Certificate to the date of such repurchase, or (ii) deliver to Custodian a Mortgage Loan eligible to back such Security in exchange for such Defective Mortgage Loan, which newly delivered Mortgage Loan shall accrue through the third anniversary be in all respects acceptable to Participant in Participant's sole discretion, and such newly delivered Mortgage Loan will thereupon become one of the Closing Date and will be converted in shares Mortgage Loans evidenced by the Participation Certificate. If the aggregate principal balance of Common Stock at a conversion price any Mortgage Loans that are accepted by Participant pursuant to clause (ii) of the immediately preceding sentence is less than the aggregate principal balance of any Defective Mortgage Loan that is being replaced by such Mortgage Loan, the related Seller shall remit with such Mortgage Loan to Participant an amount equal to the Alternate Conversion Price assuming an Alternate Conversion Date as difference between the aggregate principal balance of the date hereof new Mortgage Loan accepted by Participant and (z) any such conversion shall not take into account any limitations on the conversion aggregate principal balance of the Notes set forth Defective Mortgage Loan being replaced thereby. (2) If the related Seller fails to comply with its obligations in the Notesmanner described in Section 3(c)(1), and (iior such Seller is in breach of Section 8(a)(viii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be8(b)(vii), not later than the Conversion Shares third (3rd) calendar day after receipt by such Seller of notice from Participant (or if such day is not a Business Day, the next Business Day thereafter), such Seller's rights and obligations to service the Warrant SharesMortgage Loans evidenced by such Participation Certificate, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers as provided in this Agreement, shall terminate. If an Act of Insolvency occurs at any time, such Seller's rights and obligations to service the offer Mortgage Loans, as provided in this Agreement, shall terminate immediately, without any notice or action by Participant. Upon any such termination, Participant is hereby authorized and issuance empowered as the exclusive agent for the related Seller to sell and transfer such rights to service the Mortgage Loans for such price and on such terms and conditions as Participant shall reasonably determine. Such Seller shall not otherwise attempt to sell or transfer such rights to service without the prior consent of Participant. Such Seller shall perform all acts and take all action so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by such Seller, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer. To the Company extent that the approval of the Applicable Agency is required for any such sale or transfer, the related Seller shall fully cooperate with Participant to obtain such approval. Upon exercise by Participant of its remedies under this Section 3(c)(2), such Seller hereby authorizes Participant to receive all amounts paid by any purchaser of such rights to service the Mortgage Loans and to remit such amounts to such Seller subject to Participant's rights of set-off under this Agreement. Upon exercise by Participant of its remedies under this Section 3(c)(2), Participant's obligation to pay and the related Seller's right to receive any portion of the Performance Fee relating to such Mortgage Loans shall automatically be canceled and become null and void, provided that such cancellation shall in no way relieve such Seller or otherwise affect the obligation of such Seller to indemnify and hold Participant harmless as specified in Section 3(e). (d) Mortgage Loans required to be delivered to Successor Servicer by Section 3(c)(2) shall be delivered free of any servicing rights in favor of the related Seller and free of any title, interest, lien, encumbrance or claim of any kind of such Seller. The related Seller shall deliver or cause to be delivered all files and documents relating to such Mortgage Loans held by such Seller to Successor Servicer. The related Seller shall promptly take such actions and furnish to Participant such documents that Participant deems necessary or appropriate to enable Participant to obtain a Security backed by such Mortgage Loans or to enforce such Mortgage Loans, as appropriate. (e) The related Seller agrees to indemnify and hold Participant and its assigns harmless from and against all Losses (including, without limitation, Losses incurred by Participant on account of fees paid by Participant to the Applicable Agency to cause the Securities is exempt to be issued or any Losses in connection with any indemnification by Participant of the Applicable Agency) resulting from registration or relating to any breach or failure to perform by such Seller of any representation, warranty. covenant, term or condition made or to be performed by Seller under this Agreement. (f) No exercise by Participant of its rights under this Section 3 shall relieve any Seller of responsibility or liability for any breach of this Agreement. (g) The related Seller hereby grants Participant a right of set-off against the 1933 Actpayment of any amounts that may be due and payable to Participant from such Seller, such right to be upon any and all monies or other property of such Seller held or received by Participant or due and owing from Participant to such Seller.

Issuance of Securities. The issuance of the Notes Notes, the Common Shares and the Warrants are (or were, as applicable) duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and are free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance thereofissue thereof and, upon the Company’s receipt of the applicable consideration therefor, the Common Shares are fully paid and nonassessable. The As of the Initial Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 120% of the maximum number of Conversion Shares shares of Common Stock (A) issuable upon conversion of the Notes issuable at such Closing and issued at any prior Closing (assuming for purposes hereof hereof, that (x) the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes set forth in the NotesNotes and assuming such conversion occurred at such Closing), (B) issuable as Interest Shares pursuant to the terms of the Notes and (iiC) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants and assuming such exercise occurred at such Closing). Upon issuance or conversion and payment of all consideration then due from the holder in respect thereof in accordance with the terms thereof, in accordance with the Notes or exercise in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Based in part upon the accuracy of the representations and warranties of the Buyers Buyers’ set forth in this AgreementArticle 2, the offer and issuance by the Company of the Securities is Notes, Warrants, the Interest Shares, the Common Shares, the Conversion Shares and the Warrant Shares (when issued) are exempt from registration under the 1933 Act.

Issuance of Securities. The issuance Company proposes, upon the terms and subject to the conditions set forth herein, to issue and sell to the Initial Purchasers an aggregate of $190,000,000 in principal amount of the Initial Notes. The Initial Notes and the Warrants Exchange Notes (as defined) issued in exchange therefor are duly authorized collectively referred to herein as the “Notes.” Upon original issuance thereof, and upon issuance in accordance with until such time as the terms same is no longer required under the applicable requirements of the Transaction Documents shall be validly issuedSecurities Act of 1933, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances as amended (collectively the “LiensAct”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares Initial Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear the Warrant Sharesfollowing legend: “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, respectivelyAS AMENDED (THE “SECURITIES ACT”), when issuedAND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, will be validly issuedSOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereofRESOLD, with the holders being entitled to all rights accorded to a holder of Common StockPLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO INNOPHOS, INC. Subject to the accuracy of the representations and warranties of the Buyers in this AgreementTHAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF INNOPHOS, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActINC. SO REQUESTS), (2) TO INNOPHOS, INC. OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Initial Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than 150100% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (w) all Additional Notes issuable hereunder shall have been issued at an Additional Closing on the Initial Closing Date, (x) the Notes are convertible at the Alternate Conversion Floor Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the NoteNotes) as of the date hereof, (y) interest on the Notes shall accrue through the third twelve month anniversary of the Initial Closing Date and will be converted in shares of Common Stock Shares at a conversion price equal to the Alternate Conversion Floor Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Notes, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and the prospectus requirements of Canadian Securities Laws. The Company is not generally in the business of trading in, or advising on, securities.

Issuance of Securities. The issuance Subject to the terms and conditions herein contained, the Company shall issue and sell to the Initial Purchaser 85,000 Units (each a "Unit" and collectively, the "Units"), each consisting of $1,000 principal amount of its 13 1/2% Senior Secured Notes due 2002 (collectively, the "Notes") and one warrant (collectively, the "Warrants") to purchase 9.4724 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at an exercise price of $0.01 per share, subject to adjustment. The Notes and are to be issued under an indenture (the Warrants are duly authorized and upon issuance in accordance with the terms "Indenture") to be dated as of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Closing Date (as defined in Section 3 hereof) by and between the NoteCompany and State Street Bank and Trust Company, as trustee (the "Trustee"). Pursuant to an Escrow and Security Agreement (the "Escrow Agreement") to be entered into effective as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date among the Company and the Trustee for the holders of the Notes, a portion of the proceeds from the sale of the Units will be converted placed in an account (the "Escrowed Interest Account"), to be held and invested by the Trustee in certain U.S. Government Obligations (the "Pledged Securities") in accordance with the provisions of the Escrow Agreement. Interest and other income, if any, earned on the Pledged Securities will be added to and shall be deemed a part of the Escrowed Interest Account. Pursuant to certain of the Collateral Agreements to be entered into by the Company and the Trustee effective as of the Closing Date, the Company will grant and pledge to the Trustee, for the equal and ratable benefit of the holders of the Notes, a fully-perfected first priority security interest in certain collateral of the Company, a pledge of all of the capital stock of the Company's current and future Subsidiaries (the "Pledged Subsidiaries Stock") and a second priority security interest in certain Company-owned real estate parcels and improvements thereon, subject to certain conditions and obtaining certain third party consents, in each case to secure the payment and performance of the obligations of the Company under the Indenture and the Notes. Additionally, all current and future Subsidiaries, jointly and severally, shall fully and unconditionally guarantee, on a senior secured basis, to each holder of Notes and the Trustee, the payment and performance of the Company's obligations under the Indenture and the Notes (each such Subsidiary being referred to herein as a "Subsidiary Guarantor" and each such guarantee being referred to herein as a "Guarantee"). The Warrants are to be issued under a warrant agreement of the Company to be dated as of the Closing Date (the "Warrant Agreement") for the benefit of the holders of the certificates evidencing the Warrants. The shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (are herein referred to as the case may be)"Warrant Shares." The Notes, the Conversion Guarantees, the Warrants, the Warrant Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid Units are collectively referred to herein as the "Securities." The Units are being offered and nonassessable and free from all preemptive or similar rights or Liens with respect sold to the issue thereof, with the holders Initial Purchaser without being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of registered under the Securities is exempt from registration under Act of 1933, as amended (the 1933 "Act"), in reliance on certain exemptions therefrom.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares shares of Common Stock issuable upon conversion of all the Notes Preferred Shares then outstanding (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Floor Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, and (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of all the Warrants then outstanding (without taking into account regard to any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents issuance, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The Company As of the Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150% of “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable upon conversion of pursuant to the Notes (assuming for purposes hereof that (x) based on the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion issuance thereof pursuant to the terms of the Notes set forth in the Notes), ) and (ii) the maximum number of Warrant Shares initially issued and issuable upon exercise pursuant to the Warrants, each as of the Warrants Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). As of the date hereof, there are 96,600,128 shares of Common Stock authorized and unissued. Upon issuance or conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares, subject to the acceptance of the Certificate of Designations by the Secretary of State of the State of Delaware, and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 150% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price closing price of the Common Stock on the day on which the Principal Market (as defined in the Notesbelow) assuming an Alternate Conversion Date is open for trading (as defined in the Notea “Trading Day”) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the immediately prior to Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common StockStock (other than restrictions on transfer as described in Section 2(g)). Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 120% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take determined without taking into account any limitations on the conversion of the Notes set forth therein and assuming that the Notes are convertible at the initial Conversion Price (as defined in the Initial Notes) and all Additional Notes issuable hereunder have been issued), and (ii) the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Initial Closing Date through the maturity date of the Additional Notes (determined without taking into account any limitations on the conversion of the Notes set forth therein and assuming that the Notes are convertible at the initial Conversion Price (as defined in the Initial Notes) and all Additional Notes issuable hereunder have been issued) and (iii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are shares of Common Stock pursuant to this Agreement is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusalLiens, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance thereofissue thereof (other than pursuant to the securities laws). The issuance of the Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreement, Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms. The issuance of the Warrant Shares is duly authorized, and upon issuance in accordance with the Warrants and as adjusted further to the Swap Agreement, the Warrant Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws), with the holders being entitled to all rights accorded to a holder of shares of Common Stock. As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any additional shares that may become issuable by the Company pursuant to the Swap Agreement or any ​ ​ ​ ​ limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.. Upon issuance in accordance with the terms of this Agreement, Buyer will have good and marketable title to the Securities. ​

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150(x) 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (xi) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (yii) interest on the Notes shall accrue through the third anniversary applicable Maturity Date of the Closing Date such Notes (or portions thereof, as applicable) (except, with respect to any Restricted Principal, accrue through December 31, 2023) and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (ziii) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (iiy) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The Subject to effectiveness of the Shareholder Approval and filing of articles of amendment to the Company’s Articles of Incorporation authorizing the Preferred Shares, the issuance of the Notes Notes, the Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. The As of the Additional Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 120% of the maximum number of Conversion Shares shares of Common Stock issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof hereof, that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), (ii) 120% of the maximum number of Dividend Shares issuable pursuant to the terms of the Certificate of Designations, determined as if issued as of the trading day immediately preceding the applicable date of determination and assuming that all of the Preferred Shares remain outstanding until the Maturity Date (as defined in the Certificate of Designations), and (ii) 120% of the maximum number of Warrant Shares initially shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). Upon issuance or conversion in accordance with the Notes Certificate of Designations or exercise in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants Initial Preferred Shares are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, issued fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The issuance of the Preferred Warrants and the Common Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all Liens with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price Initial Reserve Amount (as defined in the NotesCertificate of Designations) assuming of Common Stock for issuance pursuant to this Certificate of Designations (and/or the Common Warrants, as designed from time to time in writing by an Alternate Conversion Date Investor (as defined in the NoteRegistration Rights Agreement) with respect to such Investor’s Authorized Share Allocation (as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth defined in the NotesCertificate of Designations) and not with respect to any other Investor’s Authorized Share Allocation), and (ii) 100% of the maximum number of Warrant Preferred Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)Preferred Warrants. Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Common Warrants or the Preferred Warrants (as the case may be), the Conversion Shares, the Warrant Common Shares and the Warrant Preferred Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockStock or Preferred Shares, as the case may be. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third eighteen (18) month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Exercised Warrant Shares is duly authorized and, upon issuance in accordance with the terms of the Exercised Warrants and hereof, the Exercised Warrant Shares shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and the Exercised Warrant Shares shall be fully paid and nonassessable with the holder thereof being entitled to all rights accorded to a holder of Common Stock. As of the Closing, a Registration Statement (as defined in the July SPA) registering the resale of the Exercised Warrant Shares by the Holder shall be effective and available for use by the Holder, and the Exercised Warrant Shares shall not bear any restrictive legend and shall be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations. The issuance of the September Warrants are hereunder is duly authorized and upon issuance in accordance with the terms of this Agreement and the Transaction Documents September Warrants shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon the exercise of the September Warrants issuable hereunder (without taking into account any limitations on the exercise of the September Warrants and the Exercised Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)September Warrants, the Conversion Shares and the September Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers Holder in this Agreement, the offer and issuance by the Company of the Securities is September Warrants and the September Warrant Shares are exempt from registration under the 1933 Act. Notwithstanding any requirement to reserve shares under this Agreement or any other agreement between the Company and the Holder in effect as of the date hereof, prior to the Authorized Share Increase Stockholder Approval Date (as defined in Section 7(m)(ii) below), the Company shall be permitted to issue up to 60,480,019 shares of Common Stock in the aggregate to persons other than the Holder.

Issuance of Securities. The issuance Except as set forth in Section 6.3 of the Notes and WeCo Disclosure Schedule or the Warrants are duly authorized and upon issuance in accordance with Puget Disclosure Schedule, no party shall, nor shall any party permit any of its subsidiaries to, issue, agree to issue, deliver, sell, award, pledge, dispose of or otherwise encumber, or authorize or propose the terms issuance, delivery, sale, award, pledge, disposal or other encumbrance of, any shares of the Transaction Documents shall be validly issuedtheir capital stock of any class or any securities convertible into or exchangeable for, fully paid and non-assessable and free from all preemptive or similar any rights, mortgageswarrants or options to acquire, defectsany such shares or convertible or exchangeable securities, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance than pursuant to the Notes not less than 150% of WeCo Stock Option Agreement or the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Puget Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (Option Agreement as the case may be), other than intercompany issuances of capital stock, and other than issuances, in the Conversion Shares case of WeCo and the Warrant SharesWNG Subsidiaries (i) in connection with refunding of WNG Preferred Stock with preferred stock or debt at a lower after-tax cost of funds and (ii) of shares of WeCo Common Stock issued pursuant to WeCo's Dividend Reinvestment and Stock Purchase Plan, respectivelyEmployee Stock Purchase Plan, when issuedPerformance Share Plan, will be validly issuedStock Option Plan and Directors' Stock Bonus Plan, fully paid in each case consistent in kind and nonassessable amount with past practice and free from all preemptive in the ordinary course of business under such plans substantially in accordance with their present terms; and in the case of Puget (i) in connection with refunding of Puget Preferred Stock with preferred stock or similar rights or Liens debt at a lower cost of funds, (ii) of shares of Puget Common Stock issued pursuant to Puget's Dividend Reinvestment and Stock Purchase Plan, 1995 Long-Term Incentive Compensation Plan and Employee Investment Plan, in each case in the ordinary course of business under such plans substantially in accordance with respect to their present terms; and (iii) of capital stock under the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance Puget Rights Agreement if required by the Company terms thereof. The parties shall promptly furnish to each other such information as may be reasonably requested, including financial information, and take such action as may be reasonably necessary and otherwise fully cooperate with each other in the preparation of any registration statement under the Securities is exempt from registration under the 1933 ActAct and other documents necessary in connection with issuance of securities as contemplated by this Section 6.3, subject to obtaining customary indemnities.

Issuance of Securities. The issuance of the Notes Preferred Shares, the Preferred Warrants and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Warrants have been exercised in full, (y) the Preferred Shares are convertible at a conversion price equal to the Alternate Conversion Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the NoteCertificate of Designations) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) 100% of the maximum number of Additional Preferred Shares initially issuable upon exercise of the Preferred Warrants and (iii) 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance or exercise in accordance with the Preferred Warrants (as the case may be), the Additional Preferred Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Series C Preferred Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and and, upon issuance in accordance with the terms hereof and receipt by the Company of the Transaction Documents Purchase Price therefor, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and charges (other encumbrances (collectively “Liens”than arising under federal or state securities or "blue sky" laws and regulations) with respect to the issuance thereofissue thereof and the Preferred Shares shall be fully paid and nonassessable. The As of the Closing Date, the Company shall have reserved from its duly authorized capital stock and reserved for issuance pursuant to a number of shares of Common Stock which equals the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares plus Warrant Shares. The Company shall, so long as any of the Preferred Shares or Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the conversion of Preferred Shares and the exercise of the Warrants, 100% of the number of shares of Common Stock issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date Preferred Shares and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on subject to reduction from time to time for Common Stock issued upon conversion of Preferred Shares or exercise of the Warrants). A form of an instruction letter to the Company's Common Stock transfer agent instructing the transfer agent to reserve 100% of the number of shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants set forth therein). is attached hereto as Exhibit D. Upon issuance or conversion of the Preferred Shares in accordance with the Notes Certificate of Designation, or upon exercise in accordance with the Warrants (as the case may be)Warrants, the Conversion Shares and and/or the Warrant Shares, respectively, when issuedas applicable, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens taxes, liens and charges with respect to the issue thereofthereof (other than arising under federal or state securities or "blue sky" laws and regulations), with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers Buyer contained in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is contemplated by this Agreement are exempt from the registration under requirements of the 1933 Act.

Issuance of Securities. The issuance As of the Notes Closing, the Common Shares and ---------------------- the Warrants are Preferred Shares will have been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be (i) validly issued, fully paid and non-assessable and assessable, (ii) free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances charges with respect to the issuance thereof and (collectively “Liens”iii) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant Preferred Shares, entitled to the Notes not less than 150rights and preferences set forth in the respective Certificates of Designations. As of the Closing, (A) at least 125% of the sum of (i) the maximum that number of Conversion Shares shares of Common Stock issuable upon conversion of all the Notes Series B Preferred Shares and the Series C Preferred Shares outstanding immediately following the Closing (assuming without regard to any limitations on conversions, but subject to adjustment pursuant to the Company's covenant set forth in Section 4(d) below) will have been duly authorized and reserved for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as issuance upon conversion of the date hereofsuch Preferred Shares, (yB) interest on the Notes shall accrue through the third anniversary at least 100% of the Closing Date and will be converted in that number of shares of Common Stock at a issuable upon conversion price equal of all the Series D Preferred Shares outstanding immediately following the Closing (without regard to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on conversions, but subject to adjustment pursuant to the Company's covenant set forth in Section 4(d) below) will have been duly authorized and reserved for issuance upon conversion of the Notes such Preferred Shares and (C) at least 1,542,857 of shares of Common Stock will have been duly authorized and reserved for issuance upon conversion of the Series E Preferred Shares, subject to adjustment pursuant to the Company's covenant set forth in the Notes), and (iiSection 4(d) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinbelow). Upon conversion or issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)applicable Certificates of Designations, the Conversion Shares and the Warrant Dividend Shares, respectively, when issuedas the case may be, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and The issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance (a) In exchange for a portion of the Notes, the Lender agrees to accept in full satisfaction of the Company’s obligation to repay 25% of the principal and interest due on the Notes, that number of restricted shares of the Company’s common stock (“Shares”) determined by dividing 25% of principal and interest of the Note as of June 30, 2008 by $0.35. For example, the holder of $100 principal of the Notes, assuming the Notes have been outstanding for three full years, the interest accrued on the Notes would be $18, the total of principal and interest would be $118, the holder would receive 85 Shares and the Warrants are duly authorized Note would continue to represent $75 of principal and upon issuance in accordance $13.50 accrued and unpaid interest. In order to receive the Shares, the Lender must surrender the original Note to the Company so that the Company can endorse the Note with the terms of the Transaction Documents shall be validly issued, fully paid adjusted principal and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereofinterest outstanding. The Company shall have reserved from agrees to issue certificates representing the Shares and a return the endorsed Note representing the balance that is not exchanged within five business days after receiving the Notes, properly endorsed for transfer to the Company. (b) Certificates, representing the Shares, in due and proper form, representing the shares will be registered in the name of the Lender and bear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT”. (c) Notwithstanding the restricted nature of the Shares upon issuance, the Company, at its duly authorized capital stock for issuance sole cost and expense, will provide an opinion of counsel to its transfer agent to the effect that the Shares may be transferred without registration pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes exemption set forth in Rule 144, provided the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect Lender can provide a representation letter to the issue thereof, with transfer agent substantially in the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.form annexed hereto as Exhibit A.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents issuance, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof. The Company As of the Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150“Required Reserved Amount) 130% of the sum of (i) the maximum number of Conversion Shares issued and issuable upon conversion of pursuant to the Notes (assuming for purposes hereof that (x) based on the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion issuance thereof pursuant to the terms of the Notes set forth in the Notes), ) and (ii) the maximum number of Warrant Shares initially issued and issuable upon exercise pursuant to the Warrants, each as of the Warrants Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). As of the date hereof, there are 7,030,929 shares of Common Stock authorized and unissued. Upon issuance or conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Common Shares and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance thereofissue thereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. The Company As of the Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to the Notes not less than 150which equals or exceeds 100% of the sum aggregate of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to (the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and “Required Reserved Amount”) issuable (zi) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (Warrants, without taking into account any limitations on the exercise of the Warrants set forth therein)in the Warrants, and (ii) as Adjustment Shares, taking into account the Adjustment Shares Cap. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Warrants, the Conversion Warrant Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The Adjustment Shares, when issued in accordance with the terms of Section 1(b), will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are have been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares shares of Common Stock issuable (i) upon conversion of the Notes maximum number of Preferred Shares (assuming for purposes hereof hereof, that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the Notes), Certificate of Designations) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Notes Certificate of Designations or the exercise in accordance with of the Warrants and payment of the exercise price under the Warrants (as the case may be)including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Common Shares and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance thereofissue thereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. The Company As of the Closing Date, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to the Notes not less than 150which equals or exceeds 130% of the sum aggregate of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to (the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and "Required Reserved Amount) (zi) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)in the Warrants) and (ii) as Adjustment Shares, taking into account the Adjustment Shares Cap. As of the date hereof, there are 102,058,960 shares of Common Stock authorized and unissued. Upon issuance or conversion exercise of the Warrants in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Warrants, the Conversion Warrant Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The Adjustment Shares, when issued in accordance with the terms of Section 1(b), will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Series C Preferred Shares and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 150% of the maximum number of Conversion Shares issuable upon conversion of the Notes Series C Preferred Shares (assuming for purposes hereof that (x) the Notes Series C Preferred Shares are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date Buyer Schedule and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Series C Preferred Shares set forth in the Notes), therein) and (ii) 150% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon The issuance or of the Conversion Shares is duly authorized, and upon conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Certificate of Designation, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance of the Warrant Shares is duly authorized, and upon exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or Liens similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.. Buyer will have good and marketable title to the Securities. DM_US 86580026-11.096039.0012 0000-0000-0000, v. 1

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of 200% of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third first anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150250% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third eighteen month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are Securities is duly authorized and upon issuance when issued and delivered in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) a number of shares of Common Stock equal to (1) the then outstanding principal amount of the Existing Note plus the maximum number aggregate principal amount of Conversion Shares issuable upon conversion Convertible Notes that may be issued hereunder plus accrued and unpaid interest on the aggregate of the such principal amounts of Convertible Notes for a period of twelve months divided by (assuming for purposes hereof that (x2) the Notes are convertible at the Alternate then-applicable Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Convertible Notes), and (ii) the number of shares of Common Stock to satisfy the Company’s obligation to issue shares of Common Stock under the Existing Warrants and the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)that may be issued hereunder. Upon issuance or conversion in accordance with the Convertible Notes or exercise in accordance with the Warrants (Warrants, as the case may be)applicable, the Conversion Underlying Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreementthe Transaction Documents, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are has been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than 150100% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes)) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, and (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein); provided, however, that the Company shall be deemed to have satisfied the foregoing by having an unlimited number of Commons Shares authorized for issuance. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and exempt from the prospectus requirements under Canadian Securities Laws.

Issuance of Securities. The issuance outstanding shares of Common Stock of the Notes and the Warrants are Company have been duly authorized and upon issuance validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein in accordance with the terms of the Transaction Documents shall will be free from all taxes, liens and charges with respect to the issue thereof, validly issued, fully paid and non-assessable assessable; and free from all no preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) stockholders exist with respect to any of the Securities or the issuance and sale thereof, except for the rights issued to JP SPC 3 obo OXBT FUND, SP, pursuant to a Convertible Note and Warrant Purchase Agreement with the Company dated June 16, 2011 and Empery Asset Master, LTD, pursuant to a Convertible Note and Warrant Purchase Agreement with the Company dated June 29, 2011. The Company As of the applicable Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to the Notes not less than 150% of which equals or exceeds the sum of (i) 130% of the aggregate of the maximum number of Conversion Shares shares of Common Stock issuable upon conversion or redemption of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate initial Conversion Price (as defined in of the Notes) assuming an Alternate Conversion applicable Closing Date (as defined in the NoteCertificate of Designations) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), (ii) 130% of the maximum number of Dividend Shares issuable pursuant to the terms of the Certificate of Designations, from any Closing Date through the first anniversary of the Closing Date and (iiiii) the maximum number of Warrant Shares initially shares of Common Stock issuable as of the applicable Closing Dates upon exercise of the Warrants (without taking into account any limitations on Warrants. Neither the exercise filing of the Warrants set forth therein)Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. Upon issuance or conversion in accordance with the Notes conversion, redemption or exercise in accordance with the Warrants (Preferred Shares or the Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this AgreementExcept as set forth on Schedule 3(e), the offer and issuance there are no securities or instruments issued by the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities is exempt from registration under the 1933 ActSecurities.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the NotesCertificate of Designations) then in effect assuming an Alternate Conversion Date (as defined in the NoteCertificate of Designations) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (zy) any such conversion shall not take into account any limitations on the conversion of the Notes Series C Preferred Stock set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Certificate of Designations or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance outstanding shares of Common Stock of the Notes and the Warrants are Company have been duly authorized and upon validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the Company, except with respect to the issuance of such number of Warrant Shares exceeding the number of authorized shares, subject to receiving the Shareholder Approval and effecting the Reverse Stock Split and the Authorized Shares Increase Amendment, have been duly authorized and when issued and paid for as contemplated herein in accordance with the terms of the Transaction Documents shall will be free from all taxes, liens and charges with respect to the issue thereof, validly issued, fully paid and non-assessable assessable; and free from all no preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) shareholders exist with respect to any of the issuance Securities or the issue and sale thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% As of the sum of (i) the maximum Closing, a number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal shall have initially been duly authorized and reserved for issuance which equals 85,002,328 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof) to effect the sale of the Common Shares hereunder and the exercise of all of the Warrants then outstanding (such number of shares, the “Initial Required Reserve Amount”). As of February 23, 2015, there are 97,657,027 shares of Common Stock authorized and unissued. Neither the offering nor sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the Alternate Conversion Price assuming an Alternate Conversion Date as registration of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion shares of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon Common Stock. Upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with terms thereof the Warrants (as the case may be), the Conversion Shares and the “Warrant Shares, respectively, when issued, ” will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Except as set forth in the accuracy of Registration Statement and the representations and warranties of the Buyers in this AgreementProspectus, the offer and issuance there are no securities or instruments issued by the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities is exempt from registration under the 1933 ActSecurities.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents issuance, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof. The Company As of the ninetieth (90th) day following the Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150% of "Required Reserved Amount) the sum of (i) 200% of the maximum number of Conversion Shares issued and issuable upon conversion of pursuant to the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate based on an assumed Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date of $0.2275 (as defined in the Note) as of the date hereofadjusted for any stock dividend, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of stock split, stock combination, reclassification or similar transaction occurring after the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion issuance thereof pursuant to the terms of the Notes set forth in Notes) (the Notes), and “Assumed Conversion Price”) plus (ii) 100% of the maximum number of Warrant Shares initially issued and issuable upon exercise pursuant to the Warrants, each as of the Warrants Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). As of the date hereof, there are 82,206,245 shares of Common Stock authorized and unissued, of which 19,660,551 are reserved for issuance upon full exercise of all outstanding options and warrants. Upon issuance or conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Histogenics Transaction Documents Documents, as of (i) the date hereof, subject to the Histogenics Required Stockholder Approvals, and (ii) the Closing Date, the Warrants shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, chargesrights (except for those which have been validly waived prior to the date hereof), taxes, rights of first refusal, encumbrances, security interests liens and charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The Company As of the Closing Date, a number of shares of Histogenics Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance which equals the sum of (i) a number of shares of Histogenics Common Stock issued and issuable pursuant to the Notes not less than 150Series A Warrants and Series C Warrants equal to 300% of the sum of (ix) the maximum number of Conversion Exchange Shares to be issued in exchange of Initial Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof) and (y) the number of Exchange Shares to be issued in exchange of Additional Common Shares delivered or deliverable to the Buyer without giving effect to any limitation on delivery to the Buyer pursuant to Section 1(c)(iv) of this Agreement (the “Additional Vested Common Shares”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the applicable date the Additional Vested Common Shares are delivered), delivered or deliverable to the Buyers pursuant to Section 1(c)(ii) and (ii) a number of shares of Histogenics Common Stock issued and issuable upon conversion pursuant to the Series B Warrants equal to 300% of the Notes (assuming for purposes hereof that sum of (x) the Notes are convertible at the Alternate Conversion Price number of Initial Common Shares (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof, ) and (y) interest on the Notes shall accrue through number of Additional Vested Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the third anniversary of applicable date the Closing Date and will be converted in shares of Additional Vested Common Stock at a conversion price equal Shares are delivered), delivered or deliverable to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) Buyers pursuant to Section 1(c)(ii), each without giving effect to any such conversion shall not take into account any limitations limitation on the conversion of the Notes exercise set forth in the NotesWarrants (the “Required Reserve Amount”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof), and (ii) the maximum number of Warrant Shares initially issuable upon . Upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Warrants, the Conversion Warrant Shares and the Warrant Shares, respectively, when issued, issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereofthereof other than encumbrances arising under securities laws, with the holders being entitled to all rights accorded to a holder of Histogenics Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 and Section 3 of the Buyers in this Agreement, the offer and issuance by the Company Histogenics of the Securities Warrants and the Warrant Shares is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized share capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Floor Price (as defined in the NotesCertificate of Designations) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date effect and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes Preferred Shares or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock. The Company has prepared and filed with the SEC a Registration Statement on Form S-3 (File No. 333-264325) (the “Registration Statement”) in conformity with the requirements of the 1933 Act, which was declared effective by the SEC on April 27, 2022 (the “Effective Date”), including the base prospectus included therein (the “Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement, including the supplement to the Prospectus complying with Rule 424(b) of the 1933 Act that will be filed with the SEC and delivered by the Company to each Buyer at the Closing (the “Prospectus Supplement”). The Registration Statement is effective under the 1933 Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the SEC. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the 1933 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the 1933 Act and it meets the transaction requirements as set forth in General Instruction I.B.6 of Form S-3. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Unregistered Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants are is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150100% of the sum of (i) the maximum number of Conversion Shares issuable pursuant to the terms of the Convertible Notes, including, without limitation, upon conversion of the Notes or otherwise (assuming for purposes hereof such purpose that (x) the such Convertible Notes are convertible at the Alternate Original Conversion Price (as defined in the Convertible Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof), (y) interest on the Convertible Notes shall accrue through the third eighteen- month anniversary of the each applicable Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Original Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Convertible Notes set forth in the Convertible Notes) (the “Required Reserve Amount”). “Common Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) the maximum number any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of Warrant Shares initially issuable upon exercise such common stock. The issuance of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon Conversion Shares is duly authorized, and upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Convertible Notes, the Conversion Shares and the Warrant Shares, respectively, when issued, issued will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights rights, taxes or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) 105% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate initial Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the Maturity Date (as defined in the Notes) (determined without taking into account any limitations on the issuance of securities set forth in the Notes) and (iii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (assuming for purposes hereof, that all the Warrants issuable hereunder have been issued and without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are Series G-1 Preferred Shares is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents this Agreement, shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof. The Company As of the Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150“Required Reserved Amount) 100% of the sum of (i) the maximum number of Series G-1 Conversion Shares issuable upon conversion pursuant to the terms of the Notes (Series G-1 Preferred Shares assuming for purposes hereof hereof, that (x) the Notes Series G-1 Preferred Shares are convertible at the Alternate a Conversion Price (as defined in the NotesSeries G-1 Certificate of Designations) assuming an Alternate Conversion Date equal to $0.10 (as defined in adjusted for any stock split, stock dividend, stock combination, recapitalization or similar event related to the Note) as of Common Stock occurring on or after the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Series G-1 Preferred Shares set forth in the Notes), and (ii) the maximum number Series G-1 Certificate of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinDesignations). Upon issuance or conversion of the Series G-1 Preferred Shares in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)terms thereof, the Series G-1 Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the The offer and issuance by the Company of the Securities is Series G-1 Preferred Shares in conformity with this Agreement constitute transactions exempt from registration under the 1933 Act pursuant to Section 3(a)(9) of the 1933 Act.. The Company acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 Act, (i) the Series G-1 Preferred Shares being issued in exchange for the Series G Preferred Shares shall take on the registered characteristics of such Series G Preferred Shares, and (ii) the Series G-1 Preferred Shares being issued in exchange for the Series H-1 Preferred Shares shall take on the registered characteristics of such Series H-1

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof. The Immediately following the Stockholder Approval, the Company shall have reserved from its duly authorized capital stock authorize and reserve for issuance pursuant to the Notes not less than a number of shares of Common Stock which equals 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a issuable upon conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes)of, and (ii) as payment for interest on, the maximum Initial Notes and the number of Warrant Shares initially shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on Initial Warrants. As of the Additional Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals 150% of the sum of the number of shares of Common Stock issuable upon conversion of, and as payment for interest on, the Notes and the number of shares of Common Stock issuable upon exercise of the Warrants set forth therein)Warrants. Thereafter, the Company shall, so long as any of the Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued Capital Stock, solely for the purpose of effecting the conversion of the Notes, 130% of the sum of the number of shares of Common Stock issuable upon conversion of, and as payment for interest on, the Notes and the number of shares of Common Stock issuable upon exercise of the Warrants. Upon issuance conversion or conversion exercise in accordance with the Notes or exercise in accordance with the Warrants (Warrants, as the case may be), and upon issuance of Interest Shares as interest on the Notes, the Conversion Shares, the Warrant Shares and the Warrant Interest Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties of the Buyers set forth in this AgreementSection 2 hereof, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved 217,543,859 shares of Common Stock (the “Initial Reserve Amount”) from its duly authorized capital stock for the conversion and/or exercise, as applicable, of the Notes and the Warrants and, effective as of the Stockholder Approval Date (as defined below), the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150the greater of (I) 19.9% of the aggregate amount of Common Stock outstanding as of the date hereof and (II) the sum of (i) 500% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third six month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and, upon issuance, shall be validly issued and upon free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. As of the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds the sum of (i) 150% of the maximum number of Conversion Shares issued and issuable pursuant to the Notes based on the Conversion Price (as defined in the Notes) (without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, each as of the Closing Date (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 17,349,835 shares of Common Stock authorized and unissued. Upon conversion of the Notes in accordance with the terms Notes or exercise of the Transaction Documents shall Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% all of its available authorized shares of Common Stock not otherwise reserved for issuance, and shall, on the Business Day immediately following the earlier of the Stockholder Approval and the Stockholder Approval Deadline, authorize and reserve for issuance such additional shares of Common Stock such that there shall be reserved from the Company’s capital stock not less than the sum of (i) 125% of the maximum number of Conversion Shares shares of Common Stock issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof hereof, that (x) the Notes Preferred Shares are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Preferred Shares set forth in the NotesCertificate of Designations), and (ii) 125% of the maximum number of Warrant Shares initially shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)in the Warrants) and (iii) 100% of the maximum number of shares of Common Stock issuable as Dividend Shares with respect to the Preferred Shares as of the Trading Day immediately prior to the applicable date of determination. Upon issuance or conversion in accordance with the Notes Certificate of Designations or exercise in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares, the Dividend Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Exercised Warrant Shares is duly authorized and, upon issuance in accordance with the terms of the January Warrants and hereof, the Exercised Warrant Shares shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and the Exercised Warrant Shares shall be fully paid and nonassessable with the holder thereof being entitled to all rights accorded to a holder of Common Stock. As of the Closing, a Registration Statement (as defined in the January SPA) registering the resale of the Exercised Warrant Shares by the Holder shall be effective and available for use by the Holder, and the Exercised Warrant Shares shall not bear any restrictive legend and shall be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations. The issuance of the May Warrants are hereunder is duly authorized and upon issuance in accordance with the terms of this Agreement and the Transaction Documents May Warrants shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon the exercise of the May Warrants issuable hereunder (without taking into account any limitations on the exercise of the May Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)May Warrants, the Conversion Shares and the May Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers Holder in this Agreement, the offer and issuance by the Company of the Securities is Exercised Warrant Shares, the May Warrants and the May Warrant Shares are exempt from registration under the 1933 Act.

Issuance of Securities. The issuance outstanding shares of Common Stock of the Notes and the Warrants are Company have been duly authorized and upon issuance validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein in accordance with the terms of the Transaction Documents shall will be free from all taxes, liens and charges with respect to the issue thereof, validly issued, fully paid and non-assessable assessable; and free from all no preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) stockholders exist with respect to any of the issuance Securities or the issue and sale thereof. The Company As of the Closing, a number of shares of Common Stock shall have reserved from its been duly authorized capital stock and reserved for issuance pursuant to which equals or exceeds (the Notes not less than 150% of “Required Reserve Amount”) the sum of (i) 100% of the maximum number of Conversion Shares issuable upon shares of Common Stock necessary to effect the conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price Rate (as defined in the NotesCertificate of Designations) assuming an Alternate (without regard to any limitations herein on any such conversion) with respect to the Conversion Date Amount (as defined in the NoteCertificate of Designations) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), each Preferred Share and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants Warrants, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). As of the date hereof, there are 169,795,935 shares of Common Stock authorized and unissued. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. Upon issuance or conversion in accordance with pursuant to the Notes terms of the Certificate of Designations or exercise in accordance with the Warrants (Warrants, as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. Upon issuance and payment thereof in accordance with the terms and conditions of this Agreement, (i) the Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, and will be issued in compliance with all federal and state securities laws, with the holders being entitled to all rights accorded to a holder of shares of Common Stock and (ii) the Warrant shall be duly authorized, validly issued and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, and will be issued in compliance with all federal and state securities laws. The issuance of the Notes and the Warrants are Commitment Shares (as defined below in Section 5(e)) have been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents this Agreement, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject As of the Commencement, the Company shall have reserved from its duly authorized shares of capital stock not less than (i) 10,000,000 shares of Common Stock for issuance upon purchase under this Agreement as Purchase Shares and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrant (without taking into account any limitations on the exercise of the Warrant set forth therein). Upon issuance and payment thereof in accordance with the terms and conditions of the Warrant, the Warrant Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the accuracy issue thereof, and will be issued in compliance with all federal and state securities laws, with the holders being entitled to all rights accorded to a holder of shares of Common Stock. The Company understands and acknowledges that the number of Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Warrant Shares upon exercise of the representations Warrant in accordance with this Agreement and warranties the Warrant is absolute and unconditional, regardless of the Buyers in this Agreement, dilutive effect that such issuance may have on the offer ownership interests of other stockholders of the Company. The Securities are being issued pursuant to the Registration Statement and the issuance of the Securities has been registered by the Company pursuant to the Securities Act. Upon receipt of the Securities, the Investor will have good and marketable title to such Securities is exempt from registration and such Securities will be immediately freely tradable, except that the Warrants sold under the 1933 Actthis Agreement are not listed, and will not be listed, for trading on any national securities exchange.