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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 100% 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), (y) interest on the Notes shall accrue through the forty-five month anniversary of the Closing Date and will be converted into shares of Common Stock at a conversion price equal to the Alternate Conversion Price and (yz) 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 Convertible Notes and 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, the Convertible Notes and Warrants are 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 authorized, and upon issuance in accordance with the terms of Convertible Notes, the Transaction Documents shall Conversion Shares 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 issue thereof (other than pursuant to the securities laws), with the holders being entitled to all rights accorded to a holder of Ordinary Shares. The issuance thereofof 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 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 Ordinary Shares. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% 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 initial Conversion Price (as defined in the Notes), and (y) 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) 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 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, collectively “Liens”) with respect to the issuance thereof. As of the such Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 Price (as defined in the Notes) as of the date hereof, and (y) 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 5.1 As soon as practicable after 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. As of the ClosingClosing Date, the Company shall have reserved from its duly authorized capital stock not less than issue and deliver, or shall cause the sum 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 legend set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Securities represented thereby, if, unless otherwise required by state securities laws, (i) such Securities have been sold under an effective registration statement under the maximum number of Conversion Shares issuable upon conversion Securities Act, (ii) such Securities have been sold pursuant to Rule 144 or (iii) such legend is not required under applicable requirements of the Notes Securities Act (assuming for purposes hereof that (x) including judicial interpretations and pronouncements issued by the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take into account any limitations on the conversion staff of the Notes Commission). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on 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 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 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 initial 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 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 (yz) 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. (a) The issuance issuance, sale and delivery of the Notes Shares in accordance with this Agreement, and the Warrants are issuance and delivery of the shares of Series A Common Stock issuable upon conversion of the Shares, have been duly authorized by all necessary corporate action on the part of the Company, and upon issuance all such shares have been duly reserved for issuance. The Shares when so issued, sold and delivered against payment therefor in accordance with the terms provisions of this Agreement, and the Transaction Documents shall Series E Conversion Shares, if and when issued upon such conversion, will be duly and validly issued, fully paid and non-assessable nonassessable and free from all preemptive of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or similar rightsencumbrances created by or imposed by a Purchaser. (b) The issuance, mortgages, defects, claims, liens, pledges, charges, taxes, rights sale and delivery of first refusal, encumbrances, security interests the Series A Warrants in accordance with this Agreement and other encumbrances (collectively, “Liens”) with respect to the issuance thereof. As and delivery of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 Series A Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations Series A Warrants, have been duly authorized by all necessary corporate action on the exercise part of the Warrants set forth therein). Upon issuance or conversion Company, and all such Series A Warrant Shares have been duly reserved for issuance, and upon the issuance, sale and delivery of such Series A Warrant Shares in accordance with the Notes or exercise terms and for the consideration set forth in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issuedSeries A Warrant, will be validly issued, fully paid and nonassessable and free from all preemptive of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or similar rights encumbrances created by or Liens with respect to imposed by a Purchaser. (c) The Shares of Series A-1 Preferred Stock issuable upon conversion of the issue thereofSeries A Warrant Shares have been duly reserved for issuance, and upon issuance in accordance with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy terms of the representations and warranties Charter (assuming, in the case of the Buyers in this AgreementSeries A Warrant Shares, the offer prior issuance, sale and issuance delivery of such in accordance with the terms and for the consideration set forth in the Series A Warrants), will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or encumbrances created by the Company or imposed by a Purchaser. (d) The Shares of Series A Common Stock issuable upon conversion of the Securities is exempt from registration Series A Warrant Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Charter (assuming, in the case of the Series A Warrant Shares, the prior issuance, sale and delivery of such in accordance with the terms and for the consideration set forth in the Series A Warrants), will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the 1933 ActAncillary Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. (e) The Shares of Series B Common Stock issuable upon conversion of the Warrant Exchange Shares or the Voting Conversion Shares, as the case may be, have been duly reserved for issuance, and upon issuance in accordance with the terms of the Charter (assuming, in the case of the Warrant Exchange Shares, the prior issuance, sale and delivery of such in accordance with the terms and for the consideration set forth in the Series A Warrants), will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser.

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. As of the each Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 150% of (i) 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 initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Convertible 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 The issuance or conversion of the Convertible Notes is duly authorized, and upon the due execution, issuance and delivery, the Convertible Notes 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 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. 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 and the Warrants are Securities is duly authorized and upon issuance when issued and delivered in accordance with the terms of the Transaction Documents 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, collectively “Liens”) with respect to the issuance thereof. As of the ClosingInitial Closing Date and each Subsequent Closing Date, if any, the Company shall have reserved from its duly authorized capital stock not less than a number of authorized but unissued shares of Common Stock equal to the sum of (i) the maximum number fifty million (50,000,000) shares of Conversion Shares issuable upon conversion of Common Stock, which shall not be exclusively reserved for issuance pursuant to the Notes and (assuming for purposes hereof that ii) one hundred percent (x100%) of a fraction the numerator of which shall be the then outstanding Principal Amount (as defined in the Notes) of all Notes are convertible at issued pursuant to this Agreement, and the initial denominator of which shall be the Conversion Price (as defined in the Notes), and (y) any such conversion which shall not take into account any limitations on the conversion of be reserved for issuance pursuant to the Notes set forth in (which such reservation shall be for the Notes), sole benefit of and (ii) exclusive availability for 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 thereinBuyers). Upon The Underlying Shares (upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may beNotes), 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 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 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 Securities 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock 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 initial Conversion Price (as defined in the Notes), ) and (y) 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 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. 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 Purchase Shares is duly authorized authorized, and upon issuance in accordance with the terms of this Agreement, the Transaction Documents shall Purchase Shares 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 issue thereof (other than pursuant to the securities laws), with the holders being entitled to all rights accorded to a holder of shares of Preferred Stock. The issuance thereofof 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, the Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms. Subject to the Stockholder Approval and filing of the Certificate of Designation, the issuance of the Conversion Shares is duly authorized, and upon issuance in accordance with the Purchase Shares, the Conversion 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. 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 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 not less than the sum of (i) 250% of the maximum number of Conversion Shares issuable upon conversion of the Notes Purchase Shares (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Purchase Shares set forth in the Notes), Amended and Restated Articles of Incorporation) and (ii) 250% 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 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company Purchase Shares shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 2,807,885 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 60,006 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 the representations Common Stock. 60,006 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 At least 5,550,000 shares of Common Stock (subject to adjustment pursuant to the Notes and the Warrants are Company’s covenant set forth in Section 4(g) below or otherwise for any stock split, stock dividend, stock combination or similar transaction) have been duly authorized and reserved for issuance upon exercise of the Warrant, the Investor Share Option, the Override Exchange, the Preferred Override Exchange Shares and the SPA Warrants. Upon the Preferred Authorization, at least 2,000,000 shares Preferred Stock (subject to adjustment 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 exercise in accordance with the Warrant, the Investor Share Option, the SPA Warrants or the Preferred Override Exchange Shares, or upon issuance in accordance with the terms of Override Exchange, as 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. As of the Closingcase may be, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) the maximum number of Conversion Warrant Shares, Option Shares, Warrant Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the NotesSecurities Purchase Agreement), and or Override Exchange Shares (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth as defined in the NotesSecurities Purchase Agreement), 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 issuedapplicable, 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 Sub Notes and the Warrant 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 Sub Notes and the Warrant, 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 Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 Purchase Shares, respectively, when issued, will shall 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 The Initial Purchase Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Initial Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the accuracy issue thereof. The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and reserved for issuance upon exercise in accordance with the Warrants. When issued in accordance with the Warrants, the Warrant Shares shall be validly issued, fully paid and non-assessable, to our knowledge, free of the representations all taxes, liens, charges, restrictions, rights of first refusal and warranties preemptive rights. 5,000,000 shares of the Buyers Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 225,000 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 Additional Commitment Shares in accordance with 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of (i) 100% 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 Conversion Price (as defined in of the Notes), date hereof) and (y) 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 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 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 Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 Purchase Shares, respectively, when issued, will shall 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 The Initial Purchase Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Initial Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the accuracy issue thereof. The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and reserved for issuance upon exercise in accordance with the Warrants. When issued in accordance with the Warrants, the Warrant Shares shall be validly issued, fully paid and non-assessable, to our knowledge, free of the representations all taxes, liens, charges, restrictions, rights of first refusal and warranties preemptive rights. 15,666,667 shares of the Buyers Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 1,181,102 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 Additional Commitment Shares in accordance with 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, collectively “Liens”) with respect to the issuance thereof. The issuance of the Commitment Shares is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall 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. As of the each Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 100% 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 initial Conversion Price (as defined in the Notes), and (y) 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, but assuming for purposes hereof that all Additional Warrants issuable hereunder at the Additional Closing shall have been issued on the Initial Closing Date). 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 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 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 100% of (i) the maximum number of Conversion Shares issuable upon conversion shares of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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 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 or exercise in accordance with the Warrants (as terms of 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. Upon receipt of the Common Shares and the Warrants at the Closing, and upon receipt of the Warrant Shares upon exercise of the Warrants, the Buyer will have good and marketable title to such Common Shares, Warrants and Warrant Shares, respectively. Subject to the accuracy of the representations and warranties of the Buyers Buyer in this Agreement, the offer and issuance by the Company sale of the Securities is to the Buyer under this Agreement and, with respect to the Warrant Shares, under the Warrant, are exempt from registration under the 1933 Act.Act under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D.

Issuance of Securities. The Upon issuance of to the Notes and Purchaser, the Warrants are Preferred Shares will have been duly authorized and validly issued without violation of the preemptive rights of any Person and will be fully-paid and nonassessable, free and clear of any liens, taxes or charges with respect to the use thereof and shall be entitled to the rights and preferences set forth in the Series B Certificate of Designation. If the Stockholder Approval referred to in Section 3.1(g)(ii) is obtained, upon issuance in accordance with the terms Series B Certificate 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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)Designation, 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 rights, taxes, liens or Liens charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The Securities are being issued pursuant to the accuracy Registration Statement, as supplemented by the Prospectus Supplement, and the issuance of the representations Securities has been registered by the Company under the Securities Act and warranties will be issued in compliance with all applicable federal and state securities laws. Upon issuance in accordance with the terms of the Buyers in this Agreement, the offer Securities will be freely tradable (subject to limitations imposed on certain Affiliates, as such term is defined in Rule 144 of the Securities Act) and, if the Stockholder Approval referred to in Section 3.1(g)(ii) is obtained, upon issuance in accordance with the Series B Certificate of Designation, the Conversion Shares will also be freely tradable (subject to limitations imposed on certain Affiliates, as such term is defined in Rule 144 of the Securities Act) and listed on the Nasdaq Global Select Market (“Nasdaq”). The Registration Statement was declared effective under the Securities Act on June 11, 2010, and no stop order or other preventing, suspending or withdrawing 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, to the actual knowledge of the Company, been instituted or are threatened by the SEC. The Company shall file the Prospectus Supplement with the SEC pursuant to Rule 424(b). 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 or will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or fail 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 or will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or fail to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The “Plan of Distribution” section under the Registration Statement permits the issuance by of the Securities hereunder and under the other Transaction Documents. The Company meets all of the requirements for the use of Form S-3 under the Securities Act for the offering and sale of the Securities, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under 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 issue thereof (other than pursuant to the securities laws). The issuance thereofof the Convertible Notes and 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, 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 Convertible Notes, the Conversion 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. 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 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 not less than the sum of (i) 200% 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 initial Conversion Price (as defined in the Notes), and (y) 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) 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 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 Notes are duly authorized for issuance and sale to the Purchasers by the Company pursuant hereto and upon the Effective Date (without the requirement of any further actions by the Company or its shareholders), the Class C Preferred Stock shall be duly authorized for issuance and sale to the Purchasers by the Company upon conversion of the Notes and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents thereof, shall be validly issued, fully paid and non-assessable nonassessable, and will be free from all preemptive of any tax, lien, charge 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. As encumbrance of the ClosingCompany (other than restrictions on transferability expressly set forth in applicable federal and state securities laws). The Class C Preferred Stock, taken together as a whole, will on the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming the entire Financing is raised) represent not less than ____% of the total voting power of all capital stock or other voting securities of the Company outstanding. The Conversion Shares will have been duly authorized and reserved for purposes hereof that issuance upon the Effective Date (xwithout the requirement of any further action by the Company or its Shareholders) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take into account any limitations on the upon conversion of the Notes set forth in the Notes), Class C Preferred Stock 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)such issuance, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive any tax, lien, charge 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 encumbrance of the representations Company or the Subsidiaries (other than restrictions on transferability expressly set forth in applicable federal and warranties state securities laws). At all times from and after the Closing, the Company will have authorized and will reserve and keep available solely for issuance and delivery upon conversion of the Buyers in this Agreement, Notes the offer number of shares of Class C Preferred Stock issuable upon conversion thereof and solely for issuance by the Company and delivery upon conversion of the Securities is exempt from registration under Class C Preferred Stock, at least the 1933 Actnumber of Conversion Shares issuable upon conversion or exercise thereof.

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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of (i) 150% 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 Conversion Price (as defined in closing price of the Notes), Common Stock on the Trading Day immediately prior to Closing) and (y) 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 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 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 Common Shares 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 100% of (i) the maximum number of Conversion Shares issuable upon conversion shares of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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 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 or exercise in accordance with the Warrants (as terms of 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. Upon receipt of the Common Shares and the Warrants at the Closing, and upon receipt of the Warrant Shares upon exercise of the Warrants, the Buyer will have good and marketable title to such Common Shares, Warrants and Warrant Shares, respectively. Subject to the accuracy of the representations and warranties of the Buyers Buyer in this Agreement, the offer and issuance by the Company sale of the Securities is to the Buyer under this Agreement and, with respect to the Warrant Shares, under the Warrant, are exempt from registration under the 1933 Act.Securities Act under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Issuance of Securities. The Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 Purchase Shares, respectively, when issued, will shall 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 The Initial Purchase Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Initial Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the accuracy issue thereof. The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and reserved for issuance upon exercise in accordance with the Warrants. When issued in accordance with the Warrants, the Warrant Shares shall be validly issued, fully paid and non-assessable, to our knowledge, free of the representations all taxes, liens, charges, restrictions, rights of first refusal and warranties preemptive rights. 12,000,000 shares of the Buyers Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 731,708 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 Additional Commitment Shares in accordance with 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 of the Transaction Documents 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 thereofissue thereof and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than and reserved for issuance which equals or exceeds (the "Required Reserved Amount) the sum of (i) 130% of the maximum number of Conversion Shares issuable upon conversion of the Notes Preferred Shares (assuming for purposes hereof hereof, that (x) the Notes Preferred Shares are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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 thereinin the Warrants). As of the date hereof, there are 6,969,303 shares of Common Stock authorized and unissued. Upon issuance or conversion of the Preferred Shares in accordance with the Notes Certificate of Designations 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 of the Buyers set forth in Section 2 of 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 Note 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the The Company shall have has reserved from its duly authorized share capital stock not less than 100% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Note (assuming for purposes hereof that (x) the Notes are Note is convertible at the initial Conversion Price (as defined in the NotesNote), ) and (y) any such conversion shall not take into account any limitations on the conversion of the Notes Note set forth in the Notes)Note, 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 Note 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 Creditor 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 of the Notes and the Warrants are Purchase Shares is duly authorized authorized, and upon issuance in accordance with the terms of this Agreement, the Transaction Documents shall Purchase Shares 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 issue thereof (other than pursuant to the securities laws), with the holders being entitled to all rights accorded to a holder of shares of Preferred Stock. The issuance thereofof 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, the 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 Purchase Shares, the Conversion 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. 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 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 not less than the sum of (i) 300% of the maximum number of Conversion Shares issuable upon conversion of the Notes Purchase Shares (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Purchase Shares set forth in the Notes), Amended and Restated Articles of Incorporation) and (ii) 300% 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 Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Securities 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 Shares and the Warrants Warrant Shares and the Ordinary Shares represented by such Shares and Warrant Shares are duly authorized and reserved for issuance, and, upon issuance in accordance with the terms hereof and exercise of the Transaction Documents shall Warrants in accordance with the terms thereof, as applicable, will be validly issued, fully paid and non-assessable assessable, and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, claims and encumbrances and will not be subject to any preemptive rights or other similar rights of first refusal, encumbrances, security interests and other encumbrances (collectively, “Liens”) with respect to the issuance thereof. As stockholders of the ClosingCompany. Upon issuance, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes)are, and (y) 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 SharesShares will be, respectively, when issued, will be entitled to the benefits specified in the corresponding American Depositary Receipts ("ADRs) and in the Deposit Agreement relating to such ADSs. The Warrants are duly and validly authorized and are validly issued, fully paid and nonassessable non-assessable, and free from all liens, claims and encumbrances and are not and will not be subject to any preemptive rights or other similar rights of stockholders of the Company. The Board of Directors of the Company has unanimously approved the issuance of Shares and the Warrants pursuant to the terms hereof and of Warrant Shares issuable upon full exercise of the Warrants pursuant to the terms thereof (without giving effect to any limitations on exercise contained therein, including for purposes of Nasdaq Rule 4460(i) and Nasdaq Rule 4310(c)(25)(H)(1)(b)) (the "Nasdaq Authorizations"), has unanimously recommended to the stockholders of the Company the approval of the Nasdaq Authorizations and will seek Shareholder Approval (as defined in Section 4.13) at the Company's next annual meeting, which is currently scheduled for May, 2000. No further corporate authorization or Liens approval (other than the Shareholder Approval) is required under the rules of the Nasdaq 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 transactions contemplated by this Agreement, including, without limitation, the offer and issuance by the Company of the Securities is exempt from registration under Shares and Warrant Shares and the 1933 Actinclusion thereof for trading on the Nasdaq.

Issuance of Securities. The issuance of the Notes and the Warrants are Securities is duly authorized and and, upon issuance and payment 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, collectively “Liens”) with respect to the issuance thereof. As of the Closingeach Closing Date, the Company shall have reserved from its duly authorized capital stock not maximum number of ADSs and Class A Ordinary Shares no less than the sum lesser of (ia) 2,808,601 ADSs, representing 2,808,601 Class A Ordinary Shares, and (b) 100% of the maximum number of Conversion ADSs and Class A Ordinary Shares issuable upon conversion of all the Notes Convertible Debentures (assuming for purposes hereof that (x) the Notes Convertible Debentures are convertible at the initial Conversion Price (as defined therein) then in the Notes)effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in Convertible Debentures, including 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 thereinFloor Price). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Convertible Debentures, the Conversion Shares ADSs and the Warrant Class A Ordinary 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. Subject to the accuracy of the representations ADSs 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 ActClass A Ordinary Shares.

Issuance of Securities. The issuance of the shares of Series A Preferred Stock, the Notes and the Warrants are is duly authorized authorized, 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. As of the Closingdate hereof, the Company shall have reserved from its duly authorized capital stock (i) 21,293,046 shares of Common Stock for issuance upon conversion of the shares of Series A Preferred Stock and (ii) 15,729,082 shares of Common Stock for issuance upon conversion of the Notes. Simultaneously with the receipt of Stockholder Approval, the Company shall have reserved from its duly authorized capital stock not less than 130% of the sum of (i) the maximum number of Preferred Conversion Shares issuable upon conversion of the Notes shares of Series A Preferred Stock (assuming for purposes hereof that (x) the Notes shares of Series A Preferred Stock are convertible at the initial Conversion Price (as defined in the Notes), Certificate of Designations) and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Notes shares of Series A Preferred Stock set forth in the NotesCertificate of Designations), and (ii) the maximum number of Note Conversion Shares issuable upon conversion of the Notes (without taking into account any limitations on conversion of the Notes set forth therein) 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 Certificate of Designations or the Notes (as the case may be) or exercise in accordance with the Warrants (as the case may be)Warrants, the Preferred Conversion Shares, the Note 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 to The offer and issuance by the accuracy Company of the representations shares of Series A Preferred Stock, the Notes and warranties the Warrants is exempt from registration pursuant to Section 3(a)(10) under the 0000 Xxx. The issuance by the Company of the Buyers in this AgreementPreferred Conversion Shares, the Note Conversion Shares and the Warrant Shares will be exempt from registration pursuant to Section 3(a)(9) under the 1933 Act. The offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActTrust Indenture Act of 1939, as amended. All of the Securities are freely transferable and freely tradable by each of the Claimants without restriction.

Issuance of Securities. The issuance of the Notes Note and the Warrants Warrant 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 600% of (i) the maximum number of Conversion Shares shares of Common Stock issuable upon conversion of the Notes (assuming for purposes hereof that based on the lower of a Fixed Price or Trading Price-based conversion) and exercise of the Warrant (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Note and the exercise of the Warrant set forth in the NotesWarrant). At all times, and (ii) 600% of the maximum number of Warrant Shares initially shares of Common Stock issuable upon conversion of the Notes (based on the lower of a Fixed Price or Trading Price-based conversion) and exercise of the Warrants (without taking into account any limitations on Warrant shall be reserved at the exercise of the Warrants set forth therein)Company’s transfer agent. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Warrant, 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 conversion of the Notes, the Note 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. 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 Securities Act.

Issuance of Securities. The issuance of the Notes and the Waiver Warrants are duly authorized and and, upon issuance in accordance with the terms of this Agreement, the Transaction Documents Waiver Warrants shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof. As of the date hereof, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds the maximum number of Waiver Warrant Shares issuable upon exercise of the Waiver Warrants (without taking into account any limitations on the exercise of the Waiver Warrants set forth therein). Upon exercise of the Waiver Warrants in accordance with the Waiver Warrants, the Waiver Warrant Shares when issued 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 3.2 of the Buyers in this Agreement, the offer and issuance by the Company of the Securities Waiver Warrants is exempt from registration under the 1933 Act.

Issuance of Securities. The Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 Purchase Shares, respectively, when issued, will shall 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 The Initial Purchase Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Initial Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the accuracy issue thereof. The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and reserved for issuance upon exercise in accordance with the Warrants. When issued in accordance with the Warrants, the Warrant Shares shall be validly issued, fully paid and non-assessable, to our knowledge, free of the representations all taxes, liens, charges, restrictions, rights of first refusal and warranties preemptive rights. 70,000,000 shares of the Buyers Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 2,600,000 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 Additional Commitment Shares in accordance with 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 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 issue thereof. As of the date hereof, the Company has 8,003,712 shares of Common Stock reserved solely for issuance of Conversion Shares, of which up to 100,000 shall be specifically reserved for conversion of Notes held by Broadband or Buyers affiliated with Broadband for the purpose of securing, and to the extent necessary to secure, the Stockholder Consent (as defined herein). Immediately following the Closing, the Board will authorize the Company to undertake the actions necessary to amend its Certificate of Incorporation by soliciting the Stockholder Consent such that a number of shares of Common Stock shall have reserved from its be duly authorized capital stock not less than and reserved for issuance which equals at least 130% of the sum of (i) the maximum number of Conversion shares Common Stock issuable as Interest Shares pursuant to the terms of the Notes, issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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)Warrants. Upon issuance or conversion or exchange in accordance with the Notes or exercise in accordance with the Warrants (Warrants, as the case may be), the Interest Shares, 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 The offer and issuance by the Company of the Securities in accordance with this Agreement is exempt from registration under the 1933 Act.

Issuance of Securities. The Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company Purchase Shares shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 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 Initial Purchase Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Initial Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the accuracy issue thereof. The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and reserved for issuance upon exercise in accordance with the Warrants. When issued in accordance with the Warrants, the Warrant Shares shall be validly issued, fully paid and non-assessable and to the Company’s knowledge, free of the representations all taxes, liens, charges, restrictions, rights of first refusal and warranties preemptive rights. 7,000,000 shares of the Buyers Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 283,401 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) have been duly authorized and reserved for issuance as Additional Commitment Shares in accordance with 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than 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 initial Conversion Price (as defined in closing price of the Notes), Common Stock on the Trading Day immediately prior to Closing) and (y) 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. 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 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 586,000 shares of (i) the maximum number of Conversion Shares Common Stock issuable upon a conversion of the Senior Convertible Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Senior Convertible Notes), . After the earlier to occur of (x) the Company’s 2021 Annual Meeting and (y) any such conversion November 1, 2021, the Company shall have reserved from its duly authorized capital stock not take into account any limitations on less than a number of shares equal to the conversion greater of (A) (x) the then outstanding principal amount of the Notes set forth Senior Convertible Notes, divided by (y) the Conversion Price (as defined in the Senior Convertible Notes) then in effect and (B) two hundred percent (200%) of a fraction, the numerator of which shall be (x) the then outstanding principal amount of the Senior Convertible Notes plus an amount equal to all interest accruable on such outstanding principal amount through October 1, 2023, and the denominator of which shall be (y) the Market Stock Payment Price (as defined in the Senior Convertible Notes), and (ii) for issuance upon the maximum number of Warrant Shares initially issuable upon exercise issuance of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)Conversion Shares. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be)Senior Convertible 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 issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock; provided that there is no pledge of any of the Convertibles Notes by the Buyer thereof at the time of such issuance. 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, collectively “Liens”) with respect to the issuance thereof. The issuance of the Commitment Shares is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 100% 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 initial Conversion Price (as defined in the Notes), and (y) 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)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 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 Note and the Warrants and, subject to the timely election of the Investor in accordance with the first sentence of Section 1(b), the issuance of the Additional Note and the Additional Warrants, in each case are 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, 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes Note (assuming for purposes hereof that (x) the Notes are Note is convertible at the initial Fixed Conversion Price (as defined in the Notes), Note) and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Note set forth in the Notes), therein) 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 Warrant set forth therein). Upon issuance or conversion in accordance with the Notes or Note and upon exercise in accordance with the Warrants (as the case may be)Warrant, the Conversion Shares and the Warrant Shares, respectively, and if issued to the Investor pursuant to this Agreement, upon conversion in accordance with the Additional Note and upon exercise in accordance with the Additional Warrants, the Additional Conversion Shares and the Additional 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 Investor in this Agreement, the offer offer, issuance and issuance sale by the Company of the Securities is to the Investor under this Agreement and the other Transaction Documents, as applicable, are exempt from registration under the 1933 ActAct under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D. “Common Stock” means (i) the Company’s shares of common stock, par value $0.0001 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than 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 initial Conversion Price (as defined in the Notes), $0.25 and (y) 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 or upward adjustments to the number of Warrant Shares other than standard anti-dilution provisions 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 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 Act.

Issuance of Securities. The issuance of the Notes and the Warrants Securities are duly authorized and, when issued and upon issuance paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and the Underlying Ordinary Shares will rank equally in all respect with other Ordinary Shares on and from issue. The Representative’s Warrant Shares, when issued 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 issuedRepresentative’s Warrant, will be validly issued, fully paid and nonassessable nonassessable, free and free clear of all Liens and the Underlying Ordinary Shares will rank equally in all respect with other Ordinary Shares on and from all preemptive or similar rights or Liens with respect to issue. Upon 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 due issuance by the Depositary of the ADRs evidencing the ADSs against the deposit of the Underlying Ordinary Shares in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued under the Deposit Agreement and Persons in whose name such ADSs are registered will be entitled to the right of registered holders of ADSs evidencing the ADSs specified therein and in the Deposit Agreement. The Company has the capacity to issue the maximum number of Shares issuable pursuant to this Agreement without requiring approval of shareholders or any other person. The holder of the Securities will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken, and no further approval or authorization of any stockholder, the Board of Directors or others is exempt from registration under required for the 1933 Actissuance and sale of the Securities. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure Package and Prospectus. The terms of issue of the Representative’s Warrants comply with the ASX Listing Rules.

Issuance of Securities. The issuance of the Notes Debentures, the Warrants and the Placement Agent 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 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 issue thereof. As of the applicable Closing, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than the sum and reserved for issuance which equals at least 100% of (i) the maximum number of Conversion Shares shares Common Stock issuable upon conversion of the Notes Debentures (assuming for purposes hereof hereof, that (x) the Notes Debentures are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Notes Debentures set forth in the Notes), Debentures) and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants and the Placement Agent Warrants (without taking into account of any limitations on the exercise of the Warrants set forth thereinin the Warrants). Upon issuance or conversion in accordance with the Notes Debentures or exercise in accordance with the Warrants (and the Placement Agent Warrants, as the case may be), and payment of the consideration set forth in this Agreement, the Debentures, the Warrants and the Placement Agent Warrants, the Conversion Shares, the Warrant Shares and the Placement Agent 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 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 issue thereof (other than pursuant to the securities laws). The issuance thereofof the Convertible Notes and 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, 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 Convertible Notes, the Conversion 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. 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 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 not less than the sum of (i) 200% 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 initial Conversion Price (as defined in the Notes), and (y) 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) 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 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 Securities is duly authorized and upon issuance when issued and delivered in accordance with the terms of the Transaction Documents 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, collectively “Liens”) with respect to the issuance thereof. As of the ClosingInitial Closing Date, the Company shall have reserved solely for issuance of Note Shares from its duly authorized capital stock not less than a number of shares of authorized but unissued Common Stock equal to one hundred percent (100%) of the sum of the Note Conversion Amounts (ias defined below) across all outstanding Purchased Notes (the maximum “Initial Required Reserve Amount”). As of any Subsequent Closing Date, the Company shall have reserved solely for issuance of Note Shares from its duly authorized capital stock not less than a number of Conversion Shares issuable upon conversion shares of authorized but unissued Common Stock equal to the greater of (A) two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding aggregate Principal Amount with respect to the Purchased Notes and the denominator of which shall be the Nasdaq Minimum Price as of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price time of measurement (as defined in the NotesNasdaq Rule 5635(d), ) and (yB) any such conversion shall not take into account any limitations on the conversion one hundred percent (100%) of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise sum of the Warrants Note Conversion Amounts (without taking into account any limitations on as defined below) across all outstanding Purchased Notes (collectively, the exercise of the Warrants set forth therein“Increased Required Reserve Amount”). Upon The Note Shares (upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may beNotes), 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 issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to Assuming the accuracy of the Buyer’s representations and warranties of the Buyers in this AgreementSection ‎2, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. The “Note Conversion Amount” means, for each Purchased Note, a fraction, the numerator of which shall be the outstanding Principal Amount with respect to such Purchased Note and the denominator shall be the Conversion Price (as defined in the applicable Purchased Note) then in effect for such Purchased Note.

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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial at the Alternate Conversion Price (as defined in the Notes), ) assuming an Alternate Conversion Date (as defined in the Notes) as of the Closing Date and (y) 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) the maximum a number of Conversion Shares issuable upon conversion shares of Common Stock equal to (1) the then outstanding principal amount of the Convertible Notes plus accrued and unpaid interest on the Convertible Notes divided by (assuming for purposes hereof that (x2) the Notes are convertible at the initial then-applicable Conversion Price (as defined in the Notes), and (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Convertible Notes), and (ii) two million seven hundred seventy-five (2,775,000) shares of Common Stock to satisfy the maximum number Company’s obligation to issue shares of Warrant Shares initially issuable upon exercise of Common Stock under 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 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 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 assessable, free and free from clear of all preemptive or similar rightsLiens, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests other than restrictions on transfer under this Agreement and other encumbrances (collectively, “Liens”) with respect to the issuance thereofunder applicable state and federal securities laws. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), ) and (y) any such conversion shall not take without taking into account any limitations on the conversion of the Notes set forth in the Notestherein), and (ii) 200% of the maximum number of Warrant Interest Shares initially issuable upon exercise pursuant to the terms of the Warrants Notes from the Closing Date through the Maturity Date (without taking into account any limitations on assuming for purposes hereof that the exercise Interest Shares are issuable at the initial Conversion Price (as defined in the Notes)). The issuance of the Warrants set forth therein). Upon issuance or 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)Notes, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable, free and free from clear of all preemptive or similar rights or Liens with respect to the issue thereofLiens, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy The issuance of the representations Interest Shares is duly authorized, and warranties of upon issuance in accordance with the Buyers in this AgreementNotes, the offer Interest Shares, when issued, will be validly issued, fully paid and issuance by non-assessable, free and clear of all Liens, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws, with the Company 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 Purchase Shares 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum 100% of (i) the maximum number of Conversion Shares issuable upon conversion shares of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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 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 or exercise in accordance with the Warrants (as terms of 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, mortgages, defects, claims, liens, pledges, charges, taxes, rights or Liens of first refusal, encumbrances, security interests and other encumbrances with respect to the issue issuance thereof, with . The Purchase Shares and the holders Warrants are being entitled to all rights accorded to a holder of Common Stock. Subject issued pursuant to the accuracy of the representations Registration Statement and warranties of the Buyers in this Agreement, the offer and issuance sale of the Purchase Shares and the Warrants pursuant to this Agreement has been registered by the Company under the Securities Act. Upon receipt of the Securities is exempt from registration under Purchase Shares and the 1933 ActWarrants, the Investor will have good and marketable title to such Purchase Shares and Warrants and such Purchase Shares and Warrants will be immediately freely tradable.

Issuance of Securities. The issuance of the Notes Common Shares, the Adjustment and the Warrants are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, the Common Shares and 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, charges, taxes, rights of first refusal, encumbrances, security interests liens and charges and other encumbrances (collectively, “Liens”) 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 135% 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 initial Conversion Price (as defined in the Notes), and (y) 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) and (ii) the maximum number of Adjustment Shares issuable pursuant to the terms of this Agreement (without taking into account the Adjustment Shares Cap and the Maximum Percentage). Upon issuance or conversion exercise of the Warrants in accordance with the Notes Warrants, the Warrant Shares when issued will be validly issued, fully paid and nonassessable and free from all preemptive or exercise 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 Adjustment Shares, when issued in accordance with the Warrants (as the case may beterms of Section 1(b), 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 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 issued and outstanding Ordinary Shares and Class B ordinary shares, par value US$0.00000005 per share, of the Notes and Company (the Warrants are "Class B Ordinary Shares") 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 hereunder 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. As of the each Closing, the Company a number of Ordinary Shares shall have reserved from its been duly authorized capital stock not less than and reserved for issuance which equals or exceeds (the "Required Reserve Amount") the sum of (i) 175% of the maximum number of Conversion underlying Ordinary Shares issuable upon representing the ADSs necessary to effect the conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible Preferred Shares at the initial then applicable Conversion Rate (as defined in the Certificate of Designations) (without regard to any limitations herein on any such conversion) using the then applicable Alternate Conversion Price (as defined in the Notes), and (yCertificate of Designations) 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 thereofthen applicable Conversion Amount (as defined in the Certificate of Designations) of each Preferred Share, with the holders being entitled to assuming that all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties Preferred Shares issuable pursuant to this Agreement have been issued. As of the Buyers date hereof, there are 997,127,753,223 Ordinary Shares authorized and unissued in this Agreement, the offer and issuance by capital of the Company Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities is exempt from 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 under the 1933 Actof any Ordinary Shares.

Issuance of Securities. The issuance of the Notes and the Warrants are has been duly authorized and upon issuance in accordance with the terms of the Transaction Documents such Notes shall be validly issued, fully paid and non-assessable and (i) free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights taxes and Liens in respect of first refusal, encumbrances, security interests the issue thereof other than Permitted Liens (as defined in the Notes) and other encumbrances (collectively, “Liens”iii) with respect entitled to the issuance thereofrights set forth in the Notes. As Upon the effectiveness of the ClosingReverse Split, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than the sum and reserved for issuance which equals 130% of (i) the maximum number of Conversion Shares shares Common Stock issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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. Upon the effectiveness of the Reverse Split and thereafter, at least 10,754,545 shares of Common Stock (without taking into account any limitations on subject to adjustment pursuant to the Company's covenant set forth in Section 4(l) of the Securities Purchase Agreement) will be duly authorized and reserved for issuance upon conversion of the Notes and upon exercise of the Warrants set forth therein)Warrants. Upon issuance or conversion in accordance with the Notes 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 with rights, taxes, liens and charges in respect to of the issue thereofthereof other than Permitted Liens, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the Buyers' representations and warranties of in the Buyers in this Securities Purchase Agreement, the offer and issuance by the Company ShellCo of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company Purchase Shares shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 StockAmerican Depositary Shares. Subject The Company’s Board of Directors has been duly authorized to issue up to 47,000,000 Ordinary Shares pursuant to the accuracy Articles of Association and will use said authorization to issue Ordinary Shares as contemplated by, and in accordance with, the representations and warranties terms of the Buyers in this Agreement. Accordingly, the offer Board of Directors is duly authorized to issue 428,572 Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) as Commitment Shares in accordance with this Agreement. The 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 issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. The Ordinary Shares may be freely deposited by the Company with the custodian appointed by the Depositary against issuance by the Company Depositary of American Depositary Shares. The issuance of the Securities has been or will be registered by the Company pursuant to the Securities Act in accordance with the Registration Rights Agreement. Upon receipt of the Purchase Shares and the Commitment Shares, the Investor will have good and marketable title to such Securities and upon the registration of such Securities with the SEC, such Securities will be immediately freely tradable on the Principal Market by any holder who is exempt from registration not an “affiliate” under the 1933 Securities Act.

Issuance of Securities. (i) The issuance Preferred Shares are duly authorized, and, when issued and delivered pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Notes and the Warrants are Transaction Documents. The Conversion Shares have been duly authorized and reserved for issuance upon issuance in accordance with the terms conversion of the Transaction Documents shall Preferred Shares and when so issued will be validly issued, fully paid and non-assessable assessable, free and free from clear of all preemptive Liens other than restrictions on transfer provided for in the Transaction Documents. HPPI has no series or similar rightsclass of capital stock, mortgageswhether or not issued or outstanding, defectsthat will, claimsupon issuance of the Preferred Shares, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively, “Liens”) rank senior to the Preferred Shares with respect to the issuance thereof. As payment of dividends or the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum distribution 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 initial Conversion Price (as defined assets in the Notes)event of any dissolution, and (y) any such conversion shall not take into account any limitations on the conversion liquidation or winding up of the Notes set forth in the Notes), and HPPI. (ii) Each of the maximum number Warrants has been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of HPPI in accordance with its terms, and the Warrant Shares initially issuable have been duly authorized and reserved for issuance upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion a Warrant and when so issued 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, terms thereof will be validly issued, fully paid and nonassessable non-assessable, free and free clear of all Liens other than restrictions on transfer provided for in the Transaction Documents. (iii) (HPPI has reserved from all preemptive or similar rights or Liens with respect to its duly authorized capital stock the issue thereof, with the holders being entitled to all rights accorded to a holder maximum number of shares of Common Stock. Subject to Stock issuable upon the accuracy conversion of all of the representations Preferred Shares and warranties the full exercise of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActWarrants.

Issuance of Securities. The issuance of the Notes Notes, the Shares and the Warrants Preferred Stock are duly authorized and and, upon issuance in accordance with the terms of Transaction Documents, (i) the Transaction Documents Notes 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 and other encumbrances (collectively, “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), issue thereof 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, Preferred Stock will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights rights, taxes, liens and charges and other encumbrances with respect to the issue thereof. As of the date of the Stockholder Approval, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or Liens exceeds (the “Required Reserved Amount) 120% 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) as of the trading day immediately preceding the applicable date of determination. As of the date hereof, there are 84,487,619 shares of Common Stock authorized and unissued. Upon conversion of the Notes in accordance with the Notes, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and 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 and the Warrants Preferred Shares are duly authorized for issuance and sale to the Buyers by the Company pursuant hereto 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 thereofissue thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. As 2,000,000 shares of Common Stock (subject to adjustment pursuant to the Closing, the Company shall Company's covenant set forth in Section 4(f)) have reserved from its been duly authorized capital stock not less than the sum of (i) the maximum number of Conversion Shares issuable and reserved for issuance upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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)Preferred Shares. Upon issuance or conversion in accordance with the Notes or exercise in accordance with terms and conditions of 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 and free from all preemptive or similar rights or Liens taxes, liens and charges with respect to the issue thereof, thereof with the holders being entitled to all rights accorded to a holder of Common Stock. Subject The Warrants are duly authorized for issuance and sale to the accuracy Buyers by the Company pursuant hereto and, upon issuance in accordance with the terms hereof, shall be valid and binding obligations of the representations Company, enforceable against the Company in accordance with their terms. 105,000 shares of Common Stock (subject to adjustment pursuant to the Company's covenant set forth in Section 4(f)) have been duly authorized and warranties reserved for issuance upon exercise of the Buyers Warrants. Upon exercise in this Agreementaccordance with the terms and conditions of the Warrants, the offer Warrant Shares will be validly issued, fully paid and nonassessable and free from all 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. The issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. (a) The issuance of Common Stock to be purchased hereunder and to be issued pursuant to the Notes and the Mezzanine Warrants are duly authorized and will, upon issuance in accordance with pursuant to the terms of the Transaction Documents shall hereof and thereof, be validly issued, fully paid duly 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. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 will be free from all preemptive any Encumbrances (other than Encumbrances created by the Windward Entities or similar rights or Liens with respect to the issue thereof, in connection with the holders being entitled to all rights accorded to a holder of Common Stockfinancing described in Section 5.7). Subject to Based in part upon the accuracy representations of the representations and warranties Buyer in Article 5 of the Buyers in this Agreement, the offer Common Stock to be issued to the Windward Entities hereunder and issuance pursuant to the Mezzanine Warrants, when issued and delivered pursuant to this Agreement or the Mezzanine Warrants, as the case may be, will be issued in compliance with federal and all applicable state securities laws. The Company has full right, power and authority to issue to the Windward Entities all of the shares of Common Stock to by purchased by the Company Windward Entities pursuant to Section 2.1 hereof and to be issued pursuant to the Mezzanine Warrants. (b) The Notes and the Mezzanine Warrants to be purchased hereunder will, upon issuance pursuant to the terms hereof, be free from any Encumbrances (other than Encumbrances created by the respective Buyer or in connection with the financing described in Section 5.7). Based in part upon the representations of the Securities is exempt from registration under respective Buyer in Article 5 of this Agreement, the 1933 ActNotes and the Mezzanine Warrants, when issued and delivered pursuant to this Agreement, will be issued in compliance with federal and all applicable state securities laws. The Company has full right, power and authority to issue the Notes and the Mezzanine Warrants being purchased pursuant to Section 2.1 hereof.

Issuance of Securities. The issuance of the Notes Securities is duly authorized, with the exception of the need to receive the Requisite Shareholder Approval (as defined in the Notes) solely for the issuance of any Note Shares in excess of the limitations imposed by Subsection 607(g) of the TSX Company Manual, and the Warrants are duly authorized when issued and upon issuance delivered in accordance with the terms of the Transaction Documents 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, collectively “Liens”) with respect to the issuance thereof, and, in the case of the Notes, entitled to the benefits of the Indenture. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than a number of shares equal to the sum greater of (iA) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the then outstanding principal amount of the Convertible Notes, divided by (y) the Conversion Price (as defined in the Notes) then in effect and (B) two hundred percent (200%) of a fraction, the numerator of which shall be (x) the then outstanding principal amount of the Convertible Notes are convertible at plus an amount equal to all interest accruable on such outstanding principal amount through May 1, 2023, and the initial Conversion denominator of which shall be (y) the Market Stock Payment Price (as defined in the Notes), and (y) any such conversion shall not take into account any limitations on for issuance upon the conversion issuance 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)Note Shares. Upon issuance or conversion in accordance with the Notes Indenture or exercise in accordance with the Warrants (Notes, as the case may be)applicable, the Conversion Note 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 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 Ordinary Shares 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, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively, “Liens”) with respect to the issue thereof (other than pursuant to the securities laws). The issuance thereofof the Convertible Notes and 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, 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 Convertible Notes, the Conversion 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 Ordinary Shares. 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 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 Ordinary Shares. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Convertible Shares issuable upon conversion of the Convertible Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) 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) 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 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. Buyers will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Notes Note and the Warrants Warrant are duly authorized and and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the Transaction Documents Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount”) the sum of (i) 135% of the maximum number of Conversion Shares issued and issuable pursuant to the Note based on the Conversion Price, (ii) 100% of the maximum number of Warrant Shares issued and issuable pursuant to the Warrant and (iii) 100% of the maximum number of shares of Common Stock issued and issuable pursuant to any Prior Senior Convertible Notes purchased by the Lender, each as of the trading day immediately preceding the applicable date of determination. Upon conversion of the Note in accordance with the terms hereof or exercise of the Warrant in accordance with the terms of the Warrant, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be duly authorized, 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”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 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 initial Conversion Price (as defined in the Notes), and (y) 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 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 truth and accuracy of the representations and warranties of the Buyers Lender set forth in ARTICLE 6 of this Agreement, the offer and issuance by the Company Borrower of the Securities to the Lender 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% 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 initial Conversion Floor Price (as defined in the Notes), ) and (y) 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, collectively “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than 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 initial Conversion Price (as defined in the Notes), Floor Price) and (y) 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) 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 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 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 issue thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 120% of the maximum number of Conversion Shares shares of Common Stock (A) issuable upon conversion or redemption of the Notes (assuming for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion shall not take without taking into account any limitations on the conversion or redemption of the Notes set forth in the Notes), Notes and assuming such conversion or redemption occurred at Closing) 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 thereinin the Warrants and assuming such conversion or redemption occurred at 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 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 Conversion Shares and the Warrant Shares (when issued) are exempt from registration under the 1933 Act.

Issuance of Securities. The Upon issuance of the Notes and the Warrants are duly authorized and upon issuance payment therefor 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. As of the Closingthis Agreement, the Company shall have reserved from its duly authorized capital stock not less than the sum of Purchase Shares (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 initial Conversion Price (as defined in the Notes)including, and (y) 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)limitation, the Conversion Shares and the Warrant Initial Purchase Shares, respectively, when issued, will ) shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions (other than such restrictions on transfer arising under the Securities Act prior to the effective date of the Registration Statement registering the resale thereof by the Investor under the Securities Act), 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 StockStock under the Certificate of Incorporation, Bylaws and the Delaware General Corporation Law. Subject to Upon issuance in accordance with the accuracy terms and conditions of the representations and warranties of the Buyers in this Agreement, the offer Commitment Shares (as defined below in Section 5(e)) shall be validly issued, fully paid and issuance nonassessable and free from all taxes, liens, charges, restrictions (other than such restrictions on transfer arising under the Securities Act prior to the effective date of the Registration Statement registering the resale thereof by the Company of Investor under the Securities is exempt from registration Act), rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock under the 1933 ActCertificate of Incorporation, Bylaws and the Delaware General Corporation Law. 40,000,000 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares (other than the Initial Purchase Shares).