Common use of Issuance of Securities Clause in Contracts

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 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 Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200100% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking assuming for purposes hereof that (x) the Notes are convertible at the 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 (z) any such conversion shall not take into account any limitations on the conversion of the Convertible Notes set forth therein) 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 Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. 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 (without taking 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 Convertible Notes set forth therein) 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 Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. 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 (without taking assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Convertible Notes set forth thereinin the Notes) and (ii) 200% of the maximum number of Warrant Shares 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, 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, the Warrant 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. 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 conversion 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 Note in accordance with the terms of this Agreementits terms, 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 assessable, and free from all preemptive or similar rights, taxes, Liensliens, charges claims and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The Conversion Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the 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 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 Warrant Shares is duly authorized, and upon issuance in accordance with the Warrantsits terms, the Warrant Shares will be validly issued, fully paid and non-assessable assessable, and free from all preemptive or similar rights, taxes, Liensliens, charges claims and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. As The Warrant Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Closing, Company (except to 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth thereinextent already waived) and (ii) 200% of will not impose personal liability upon the maximum number of Warrant Shares issuable upon exercise of holder thereof, other than restrictions on transfer provided for in the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations Transaction Documents and warranties of the 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 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 issue thereof, with the terms Buyer being entitled to all rights accorded to a holder of this Agreement, Buyer will have good and marketable title Common Stock. The Commitment Shares shall not be subject to pre-emptive rights or other similar rights of stockholders of the Company (except to the Securitiesextent 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 Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the such Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200300% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking 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 Convertible Notes set forth therein) in the Notes), and (ii) 200100% 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of 5.1 As soon as practicable after 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 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) 200% such Securities have been sold under an effective registration statement under the Securities Act, (ii) such Securities have been sold pursuant to Rule 144 or (iii) such legend is not required under applicable requirements of the maximum number of Conversion Shares issuable upon conversion Securities Act (including judicial interpretations and pronouncements issued by the staff of the Convertible Notes (without taking into account Commission). The Company may not make any limitations notation on its records or give instructions to the conversion 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 registration requirements of the Convertible Notes Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein) , and (ii) 200% acknowledges that the removal of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants restrictive legend from certificates representing Securities as set forth therein). Subject to the accuracy of the representations and warranties of the Buyer 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 Act. Upon issuance in accordance with the terms of Company’s reliance upon this Agreement, Buyer will have good and marketable title to the Securitiesunderstanding.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 authorizedPurchase Shares, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The issuance of the Warrant Initial Purchase Shares is have been duly authorizedauthorized and, and upon issuance in accordance with the Warrantsterms hereof, the Warrant Initial Purchase Shares will shall be (i) validly issued, fully paid and non-assessable and (ii) free from all preemptive or similar rights, taxes, Liens, liens and 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 Sharesthereof. As of the Closing, the Company shall The Commitment Shares have reserved from its been duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable and, upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 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 all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights. 15,666,667 shares of 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, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents Securities is duly authorized, authorized and upon the due execution, issuance when issued and delivery thereof against payment in full therefor delivered in accordance with the terms of this Agreementthe Transaction Documents, 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 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, Liensrights of first refusal, charges encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issue thereof issuance thereof. As of the Initial Closing Date and each Subsequent Closing Date, if any, the Company shall have not less than a number of authorized but unissued shares of Common Stock equal to the sum of (other than i) fifty million (50,000,000) shares of Common Stock, which shall not be exclusively reserved for issuance pursuant to the securities lawsNotes and (ii) one hundred percent (100%) of a fraction the numerator of which shall be the then outstanding Principal Amount (as defined in the Notes) of all Notes issued pursuant to this Agreement, and the denominator of which shall be the Conversion Price (as defined in the Notes), with which shall be reserved for issuance pursuant to the holders being entitled to all rights accorded to a holder Notes (which such reservation shall be for the sole benefit of Ordinary Sharesand exclusive availability for the Buyers). The issuance of the Warrant Underlying Shares is duly authorized, and (upon issuance in accordance with the WarrantsNotes), 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 rights or Liens with respect to the issue thereof (other than pursuant to the securities laws)issuance thereof, 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 SecuritiesCommon Stock.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of (i) 200100% 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 Conversion Price as of the date hereof) and without taking into account any limitations on the conversion of the Convertible Notes set forth therein) 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 (other than restrictions on transfer as described in Section 2(g)). Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. 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 (without taking 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 Convertible Notes set forth therein) 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 Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 authorizedPurchase Shares, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The issuance of the Warrant Initial Purchase Shares is have been duly authorizedauthorized and, and upon issuance in accordance with the Warrantsterms hereof, the Warrant Initial Purchase Shares will shall be (i) validly issued, fully paid and non-assessable and (ii) free from all preemptive or similar rights, taxes, Liens, liens and 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 Sharesthereof. As of the Closing, the Company shall The Commitment Shares have reserved from its been duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable and, upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 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 all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights. 5,000,000 shares of 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, Buyer will have good and marketable title to the Securities.

Issuance of Securities. (a) The issuance issuance, sale and delivery of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorizedShares in accordance with this Agreement, and upon the due execution, issuance and delivery thereof 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 all such shares have been duly reserved for issuance. The Shares when so issued, sold and delivered against payment in full therefor in accordance with the terms provisions of this Agreement, and the Convertible Notes Series E Conversion Shares, if and Warrants when issued upon such conversion, will be valid duly and binding obligations 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. (b) The issuance, sale and delivery of the Company enforceable against the Company Series A Warrants in accordance with their terms. The this Agreement and the issuance and delivery of the Conversion Series A Warrant Shares is issuable upon exercise of the Series A Warrants, have been duly authorizedauthorized by all necessary corporate action on the part of the 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 terms and for the consideration set forth in the Series A Warrant, 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. (c) The Shares of Series A-1 Preferred Stock issuable upon conversion of the Series A Warrant Shares have been duly reserved for issuance, and upon issuance in accordance with the Convertible Notesterms of the Charter (assuming, in the case of the Series A Warrant Shares, the Conversion Shares 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 non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (of restrictions on transfer other than pursuant to restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws), with the holders being entitled to all rights accorded to laws and liens or encumbrances created by or imposed by a holder Purchaser. (d) The Shares of Ordinary Shares. The issuance Series A Common Stock issuable upon conversion of the Series A Warrant Shares is have been duly authorizedreserved for issuance, and upon issuance in accordance with the Warrantsterms of the Charter (assuming, in the case of the Series A Warrant Shares, the Warrant Shares 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 non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (of restrictions on transfer other than pursuant to restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws), with the holders being entitled to all rights accorded to laws and liens or encumbrances created by or imposed by a holder Purchaser. (e) The Shares 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 Series B Common Stock issuable upon conversion of the Convertible Notes (without taking into account any limitations on Warrant Exchange Shares or the conversion of Voting Conversion Shares, as the Convertible Notes set forth therein) case may be, have been duly reserved for issuance, and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Agreementthe Charter (assuming, Buyer 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 have good be validly issued, fully paid and marketable title to nonassessable and free of restrictions on transfer other than restrictions on transfer under the SecuritiesAncillary 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 Convertible Notes and Warrants pursuant to the Transaction Documents is Securities are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 150% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking 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 Convertible Notes set forth therein) 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 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance At least 5,550,000 shares of the Convertible Notes and Warrants Common Stock (subject to adjustment pursuant to the Transaction Documents is 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 authorizedauthorized and reserved for issuance upon exercise of the Warrant, the Investor Share Option, the Override Exchange, the Preferred Override Exchange Shares and upon the due executionSPA 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 and delivery thereof against payment in full therefor as Preferred Override Exchange Shares. Upon exercise in accordance with the terms of this AgreementWarrant, the Convertible Notes and Investor Share Option, the SPA Warrants will be valid and binding obligations of or the Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares is duly authorizedPreferred Override Exchange Shares, and or upon issuance in accordance with the Convertible NotesOverride Exchange, as the case may be, the Conversion Warrant Shares, Option Shares, Warrant Shares (as defined in the Securities Purchase Agreement), or Override Exchange Shares (as defined in the Securities Purchase Agreement), as applicable, will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, charges taxes and other encumbrances Liens with respect to the issue thereof (other than pursuant to the securities laws)issuance thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Sharesshares of Common Stock or Preferred Stock, as applicable. The issuance of Sub Notes and the Warrant Shares is are duly authorizedauthorized and, and upon issuance in accordance with the Warrantsterms hereof, the Warrant Shares will shall be validly issued, fully paid and non-assessable and (i) free from all preemptive or similar rights, taxes, Liens, charges taxes and other encumbrances Liens with respect to the issue issuance 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of entitled to the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants rights set forth therein)in the Sub Notes and the Warrant, as applicable. Subject to Assuming the accuracy of the representations and warranties of the Buyer 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 Act. Upon issuance in accordance with the terms of this Agreement, Buyer will have good Act and marketable title to the Securitiesany other applicable securities laws.

Issuance of Securities. The issuance of the Securities is duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, 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. As of each Closing, the Company shall have reserved from its duly authorized capital stock not less than 150% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein). 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 Agreementdelivery, 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)thereof, 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 Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreementthe Transaction Documents, Buyer Buyers will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests and other encumbrances (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 (other than pursuant to the securities laws)thereof, 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 SharesCommon Stock. As of the each 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200100% 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, 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 exercise in accordance with the Warrants, the Warrant 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 Purchase Shares is duly authorized, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liensliens, charges charges, restrictions, rights of first refusal and other encumbrances preemptive rights with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Common Stock. 2,807,885 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. The 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 of the Warrant as Initial Commitment Shares is duly authorized, and upon issuance (as defined below in Section 5(e)) in accordance with the Warrants, the Warrant this Agreement. The Initial Commitment Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liensliens, charges charges, restrictions, rights of first refusal and other encumbrances preemptive rights with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. As 60,006 shares of the ClosingCommon Stock (subject to equitable adjustment for any reorganization, the Company shall recapitalization, non-cash dividend, stock split or other similar transaction) have reserved from its been duly authorized capital stock not less than the sum of and reserved for issuance as Additional Commitment Shares (ias defined below in Section 5(e)) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)in accordance with this Agreement. Subject to the accuracy of the representations and warranties of the Buyer 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 of the Securities is exempt from registration under the 1933 Act. Upon issuance in accordance issue thereof, with the terms holders being entitled to all rights accorded to a holder of this Agreement, Buyer will have good and marketable title to the SecuritiesCommon Stock.

Issuance of Securities. The issuance of the Convertible Notes Purchase Shares is duly authorized, and upon issuance in accordance with the terms of this Agreement, the Purchase 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 Preferred Stock. The issuance of the Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreement, the Convertible Notes and Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms. The 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 Convertible NotesPurchase 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 Ordinary Sharesshares 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 Ordinary Sharesshares 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) 200250% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes Purchase Shares (without taking into account any limitations on the conversion of the Convertible Notes Purchase Shares set forth thereinin the Amended and Restated Articles of Incorporation) and (ii) 200250% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Convertible Notes and the Warrants are duly authorized and are free from all taxes, liens and charges with respect to the 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 be duly authorized and reserved for issuance which equals at least 130% of the sum of the maximum number of shares Common Stock issuable as Interest Shares pursuant to the Transaction Documents is duly authorizedterms of the Notes, issuable upon conversion of the Notes and issuable upon exercise of the due execution, Warrants. Upon issuance and delivery thereof against payment in full therefor or conversion or exchange 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 or exercise in accordance with the Convertible NotesWarrants, as the case may be, the Interest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon 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 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance by the Company of the Securities in accordance with this Agreement 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 issued and outstanding Ordinary Shares and Class B ordinary shares, par value US$0.00000005 per share, of the Convertible Notes Company (the "Class B Ordinary Shares") have been duly authorized and Warrants pursuant validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the Transaction Documents is Company hereunder have been duly authorized, authorized and upon the due execution, issuance when issued and delivery thereof against payment in full therefor paid for as contemplated herein in accordance with the terms of this Agreement, the Convertible Notes and Warrants Transaction Documents will be valid free from all taxes, liens and binding obligations of charges with respect to the Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares is duly authorizedissue thereof, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will be validly issued, fully paid and non-assessable assessable; and free from all no preemptive or similar rights, taxes, Liens, charges and other encumbrances rights of shareholders exist with respect to any of the Securities or 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 Sharessale 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) 200175% of the maximum number of Conversion underlying Ordinary Shares issuable upon conversion of representing the Convertible Notes (without taking into account any limitations on ADSs necessary to effect the conversion of the Convertible Notes set forth thereinPreferred Shares at the then applicable Conversion Rate (as defined in the Certificate of Designations) and (iiwithout regard to any limitations herein on any such conversion) 200% using the then applicable Alternate Conversion Price (as defined in the Certificate of Designations) with respect to the then applicable Conversion Amount (as defined in the Certificate of Designations) of each Preferred Share, assuming that all of the maximum number of Warrant Preferred Shares issuable upon exercise pursuant to this Agreement have been issued. As of the Warrants (without taking into account any limitations on date hereof, there are 997,127,753,223 Ordinary Shares authorized and unissued in the exercise capital of the Warrants set forth therein)Company. Subject to Neither the accuracy filing of the representations and warranties of Registration Statement nor the Buyer in this Agreement, the offer and issuance by the Company offering or sale of the Securities is exempt from registration under the 1933 Act. Upon issuance in accordance with the terms of as contemplated by this AgreementAgreement gives rise to any rights, Buyer will other than those which have good and marketable title been waived or satisfied, for or relating to the Securitiesregistration of any Ordinary Shares.

Issuance of Securities. The issuance of the Convertible Notes and Waiver Warrants pursuant to the Transaction Documents is are duly authorizedauthorized and, 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 Waiver Warrants shall be validly issued and Warrants will be valid free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and binding obligations charges and other encumbrances with respect to the issue thereof. As of the Company enforceable against date hereof, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds the Company in accordance with their terms. The issuance maximum number of Waiver Warrant Shares issuable upon exercise of the Conversion Shares is duly authorized, and upon issuance 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 Convertible NotesWaiver Warrants, the Conversion Waiver Warrant Shares when issued will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liensliens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon 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 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 3.2 of the Buyer in this Agreement, the offer and issuance by the Company of the Securities Waiver Warrants 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 Convertible Notes Note and the Warrants pursuant and, subject to the Transaction Documents is 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 authorizedauthorized and, 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, Liensliens, 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes Note (assuming for purposes hereof that the Note is convertible at the Fixed Conversion Price (as defined in the Note) and without taking into account any limitations on the conversion of the Convertible Notes Note set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants Warrant set forth therein). Upon conversion in accordance with the Note and upon exercise in accordance with the 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 non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 Act. Upon issuance in accordance with Act under Section 4(a)(2) of the terms 1933 Act and Rule 506(b) of this AgreementRegulation D. “Common Stock” means (i) the Company’s shares of common stock, Buyer will par value $0.0001 per share, and (ii) any capital stock into which such common stock shall have good and marketable title to the Securitiesbeen changed or any share capital resulting from a reclassification of such common stock.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. 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 Convertible Notes (without taking assuming for purposes hereof that (x) the Notes are convertible at $0.25 and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Notes set forth therein) 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 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 Shares. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. (i) The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is Preferred Shares are duly authorized, and, when issued and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of delivered pursuant to this Agreement, the Convertible Notes and Warrants will be valid duly and binding obligations validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares have been duly authorized and reserved for issuance upon conversion of the Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Preferred Shares is duly authorized, and upon issuance in accordance with the Convertible Notes, the Conversion Shares 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, taxeswhether or not issued or outstanding, Liensthat will, charges and other encumbrances upon issuance of the Preferred Shares, rank senior to the Preferred Shares with respect to the issue thereof payment of dividends or the distribution of assets in the event of any dissolution, liquidation or winding up of HPPI. (other than pursuant to ii) Each of the securities laws)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 the holders being entitled to all rights accorded to a holder of Ordinary Shares. The issuance of its terms, and the Warrant Shares is have been duly authorized, authorized and reserved for issuance upon issuance exercise of a Warrant and when so issued in accordance with the Warrants, the Warrant Shares terms thereof will be validly issued, fully paid and non-assessable assessable, free and free from clear of all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (Liens other than pursuant to restrictions on transfer provided for in 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 Transaction Documents. (iii) (HPPI has reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares shares of Common Stock issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% all of the maximum number of Warrant Preferred Shares issuable upon and the full exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 SecuritiesWarrants.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents Securities is duly authorizedauthorized and, 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 Transaction Documents 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 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, Liensrights of first refusal, charges encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issue thereof issuance thereof. As of each Closing Date, the Company shall have reserved from its duly authorized maximum number of ADSs and Class A Ordinary Shares no less than the lesser of (other than pursuant to the securities laws)a) 2,808,601 ADSs, with the holders being entitled to all rights accorded to a holder of representing 2,808,601 Class A Ordinary Shares. The issuance , and (b) 100% of the Warrant maximum number of ADSs and Class A Ordinary Shares is duly authorizedissuable upon conversion of all the Convertible Debentures (assuming for purposes hereof that (x) the Convertible Debentures are convertible at the Conversion Price (as defined therein) then in effect, and upon issuance (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures, including the Floor Price). Upon conversion in accordance with the WarrantsConvertible Debentures, the Warrant Shares ADSs and Class A Ordinary Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances rights or Liens with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of ADSs and Class A 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Securities are duly authorized and, when issued and 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 Convertible Notes Underlying Ordinary Shares will rank equally in all respect with other Ordinary Shares on and Warrants pursuant to the Transaction Documents is duly authorizedfrom issue. The Representative’s Warrant Shares, and upon the due execution, issuance and delivery thereof against payment in full therefor when issued in accordance with the terms of this Agreementthe Representative’s Warrant, 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 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, taxes, Liens, charges and other encumbrances with respect to issue. Upon the issue thereof (other than pursuant to due issuance by the securities laws), with the holders being entitled to all rights accorded to a holder of Ordinary Shares. The issuance Depositary of the Warrant ADRs evidencing the ADSs against the deposit of the Underlying Ordinary Shares is duly authorized, and upon issuance in accordance with the Warrantsprovisions of the Deposit Agreement, the Warrant Shares such ADRs will be duly and validly issued, fully paid issued under the Deposit Agreement and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect 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 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 pursuant to this Agreement without requiring approval of the Convertible Notes (without taking into account shareholders or any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)other person. Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance by the Company 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. Upon issuance The Securities conform in accordance 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 terms of this Agreement, Buyer will have good and marketable title to the SecuritiesASX Listing Rules.

Issuance of Securities. The Preferred Shares are duly authorized for issuance of the Convertible Notes and Warrants pursuant sale 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 Buyers by the Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares is duly authorizedpursuant hereto and, and upon issuance in accordance with the Convertible Notesterms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issue thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. 2,000,000 shares of Common Stock (subject to adjustment pursuant to the Company's covenant set forth in Section 4(f)) have been duly authorized and reserved for issuance upon conversion of the Preferred Shares. Upon conversion in accordance with the terms and conditions of the Certificate of Designation, the Conversion Shares will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and 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 SharesCommon Stock. The Warrants are duly authorized for issuance of and sale to the Warrant Shares is duly authorizedBuyers by the Company pursuant hereto and, and upon issuance in accordance with the terms hereof, shall be valid and binding obligations of the 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 reserved for issuance upon exercise of the Warrants. Upon exercise in accordance with the terms and conditions of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and 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 SharesCommon 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and The 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 Convertible Notes and Warrants pursuant to the Transaction Documents 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 upon the due execution, issuance when issued and delivery thereof against payment in full therefor delivered in accordance with the terms of this Agreementthe Transaction Documents, 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 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, Liensrights of first refusal, charges encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issue thereof (other than pursuant issuance thereof, and, in the case of the Notes, entitled to the securities laws), with the holders being entitled to all rights accorded to a holder of Ordinary Shares. The issuance benefits 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 SharesIndenture. 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) 200% (x) the then outstanding principal amount of the maximum number Convertible Notes, divided by (y) the Conversion Price (as defined in the Notes) then in effect and (B) two hundred percent (200%) of Conversion Shares issuable upon conversion a fraction, the numerator of which shall be (x) the then outstanding principal amount of the Convertible Notes plus an amount equal to all interest accruable on such outstanding principal amount through May 1, 2023, and the denominator of which shall be (without taking into account any limitations on y) the conversion Market Stock Payment Price (as defined in the Notes), for issuance upon the issuance of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActNote Shares. Upon issuance in accordance with the terms of this AgreementIndenture or the Notes, Buyer as applicable, the Note Shares will have good be validly issued, fully paid and marketable title nonassessable and free from all preemptive or similar rights or Liens with respect to the Securitiesissuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. 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 Convertible Notes (assuming for purposes hereof that (x) the Notes are convertible at the Floor Price) and without taking into account any limitations on the conversion of the Convertible Notes set forth therein) 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are duly authorized, 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 are free from all preemptive or similar rights, taxes, Liens, liens and 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200120% of the maximum number of Conversion Shares shares of Common Stock (A) issuable upon conversion or redemption of the Convertible Notes (without taking into account any limitations on the conversion or redemption of the Convertible Notes set forth thereinin the Notes and assuming such conversion or redemption occurred at Closing) and (iiB) 200% of the maximum number of Warrant Shares 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). Subject 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, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Based in part upon the accuracy of the representations and warranties of the Buyer 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. 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 Convertible Notes Note and the Warrants pursuant to the Transaction Documents is has been duly authorizedauthorized and, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreementthe Transaction Documents, 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 shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, Liensrights of first refusal, charges encumbrances, security interests 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 Sharesissuance thereof. 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 has reserved from its duly authorized share capital stock not less than 100% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes Note (without taking assuming for purposes hereof that (x) the Note is convertible at the initial Conversion Price (as defined in the Note)) and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Notes Note set forth therein) in the Note, 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); 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 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 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 Shares. Subject to the accuracy of the representations and warranties of the Buyer Creditor 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 Act and exempt from the terms of this Agreement, Buyer will have good and marketable title to the Securitiesprospectus requirements under Canadian Securities Laws.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents Securities is duly authorized, authorized and upon the due execution, issuance when issued and delivery thereof against payment in full therefor delivered in accordance with the terms of this Agreementthe Transaction Documents, 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 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, Liensrights of first refusal, charges encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issue thereof issuance thereof. As of the Initial 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 (other 100%) of the sum of the Note Conversion Amounts (as defined below) across all outstanding Purchased Notes (the “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 pursuant a number of shares of authorized but unissued Common Stock equal to the securities lawsgreater 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 time of measurement (as defined in Nasdaq Rule 5635(d)) and (B) one hundred percent (100%) of the sum of the Note Conversion Amounts (as defined below) across all outstanding Purchased Notes (collectively, with the holders being entitled to all rights accorded to a holder of Ordinary Shares“Increased Required Reserve Amount”). The issuance of the Warrant Note Shares is duly authorized, and (upon issuance in accordance with the WarrantsNotes), 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 rights or Liens with respect to the issue thereof (other than pursuant to the securities laws)issuance thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to Assuming the accuracy of the Buyer’s representations and warranties of the Buyer in this AgreementSection ‎2, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance 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 accordance with the terms of this Agreement, Buyer will have good and marketable title to the Securitiesapplicable Purchased Note) then in effect for such Purchased Note.

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 AgreementNotes, the Convertible Notes Shares 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 Preferred Stock are duly authorizedauthorized and, and upon issuance in accordance with the Convertible Transaction Documents, (i) the Notes shall be validly issued and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and (ii) the Shares and the Preferred Stock 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. 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 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 non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon 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 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to Assuming the accuracy of each of the representations and warranties set forth in Section 2 of the 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 Convertible Notes Preferred Shares and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of (i) 200150% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the closing price of the Common Stock on the Trading Day immediately prior to Closing) and without taking into account any limitations on the conversion of the Convertible Notes Preferred Shares set forth therein) in the Certificate of Designations), and (ii) 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking assuming for purposes hereof that (x) the Notes are convertible at the Floor Price (as defined in the Notes) and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Notes set forth therein) 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 Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The Notes are duly authorized for issuance of the Convertible Notes and Warrants pursuant sale to the Transaction Documents is duly authorized, Purchasers by the Company pursuant hereto and upon the due executionEffective 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 delivery thereof against payment in full therefor in accordance with sale to the terms of this Agreement, Purchasers by the Convertible Notes and Warrants will be valid and binding obligations Company upon conversion of the Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares is duly authorizedNotes and, and upon issuance in accordance with the Convertible Notesterms thereof, shall be fully paid and nonassessable, and will be free of any tax, lien, charge or encumbrance of the Company (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 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 issuance upon the Effective Date (without the requirement of any further action by the Company or its Shareholders) and upon conversion of the Class C Preferred Stock and upon such issuance, the Conversion Shares will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive any tax, lien, charge or similar rights, taxes, Liens, charges and other encumbrances with respect to encumbrance of the issue thereof Company or the Subsidiaries (other than pursuant to the restrictions on transferability expressly set forth in applicable federal and state securities laws), with the holders being entitled to . At all rights accorded to a holder of Ordinary Shares. The issuance of the Warrant Shares is duly authorized, times from 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 after the Closing, the Company shall will have reserved from its duly authorized capital stock not less than the sum of (i) 200% and will reserve and keep available solely for issuance and delivery upon conversion of the maximum Notes the number of shares of Class C Preferred Stock issuable upon conversion thereof and solely for issuance and delivery upon conversion of the Class C Preferred Stock, at least the number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon or exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Securitiesthereof.

Issuance of Securities. The issuance of the Convertible Notes Note and Warrants pursuant to the Transaction Documents is Warrant are duly authorizedauthorized and, 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 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200600% of the maximum number of Conversion Shares shares of Common Stock issuable upon conversion of the Convertible Notes (based on the lower of a Fixed Price or Trading Price-based conversion) and exercise of the Warrant (without taking into account any limitations on the conversion of the Convertible Notes Note and the exercise of the Warrant set forth therein) and (ii) 200in the Warrant). At all times, 600% of the maximum number of Warrant Shares 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 Company’s transfer agent. Upon exercise in accordance with the Warrant, the Warrant 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 conversion of the Warrants set forth therein)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 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 Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorizedauthorized and, 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 assessable, free and free from clear of all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the 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 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 Shares issuable upon conversion of the Convertible Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion of the Convertible Notes set forth therein) ), and (ii) 200% of the maximum number of Warrant Interest Shares 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)Conversion Shares is duly authorized, and upon conversion in accordance with the Notes, the Conversion Shares, when issued, will be validly issued, fully paid and 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 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 the Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon upon issuance in accordance with the terms Notes, the Interest Shares, when issued, will be validly issued, fully paid and non-assessable, free and clear of all Liens, other than restrictions on transfer under this AgreementAgreement and under applicable state and federal securities laws, Buyer will have good and marketable title with the holders being entitled to the Securitiesall rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 Purchase Shares is duly authorized, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The Initial Purchase Shares have been duly authorized and, upon issuance of 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 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 is have been duly authorized, authorized and reserved for issuance upon issuance exercise in accordance with the Warrants. When issued in accordance with the Warrants, the Warrant Shares will shall be validly issued, fully paid and non-assessable and to the Company’s knowledge, free from of all preemptive or similar rights, taxes, Liensliens, charges charges, restrictions, rights of first refusal 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 preemptive rights. 7,000,000 shares of Ordinary Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. As 283,401 shares of the ClosingCommon Stock (subject to equitable adjustment for any reorganization, the Company shall recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) have reserved from its been duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion and reserved for issuance as Additional Commitment Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Ordinary Shares pursuant to this Agreement is duly authorized and, upon issuance in accordance with the terms of this Agreement, 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). 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 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, Liensliens, 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, Liensliens, 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer Buyers will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible shares of Series A Preferred Stock, the Notes and 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 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 Notesterms of the Transaction Documents, the Conversion Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liensliens, charges and other encumbrances with respect to the issue thereof thereof. As of the date hereof, the Company shall have reserved from its duly authorized capital stock (other 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 pursuant to 130% of the securities lawssum of (i) the maximum number of Preferred Conversion Shares issuable upon conversion of the shares of Series A Preferred Stock (assuming for purposes hereof that the shares of Series A Preferred Stock are convertible at the initial Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the shares of Series A Preferred Stock set forth in the Certificate of Designations), (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 issuable upon exercise of the Warrants (without taking into account any limitations on exercise of the Warrants set forth therein). Upon conversion in accordance with the holders being entitled to all rights accorded to a holder Certificate of Ordinary Shares. The issuance of Designations or the Warrant Shares is duly authorized, and upon issuance Notes (as the case may be) or exercise in accordance with the Warrants, the Preferred Conversion Shares, the Note Conversion Shares and the Warrant Shares Shares, respectively, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liensliens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. As The offer and issuance by the Company of the Closingshares of Series A Preferred Stock, the Notes and the Warrants is exempt from registration pursuant to Section 3(a)(10) under the 0000 Xxx. The issuance by the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Preferred Conversion Shares, the Note Conversion Shares issuable upon conversion of and the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of will be exempt from registration pursuant to Section 3(a)(9) under the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)1933 Act. Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the The offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActTrust Indenture Act of 1939, as amended. Upon issuance in accordance with All of the terms Securities are freely transferable and freely tradable by each of this Agreement, Buyer will have good and marketable title to the SecuritiesClaimants without restriction.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 Purchase Shares is duly authorized, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, charges charges, restrictions, rights of first refusal and other encumbrances preemptive rights with respect to the issue thereof (other than thereof, with the holders being entitled to all rights accorded to a holder of American Depositary Shares. The Company’s Board of Directors has been duly authorized to issue up to 47,000,000 Ordinary Shares pursuant to the securities laws)Articles of Association and will use said authorization to issue Ordinary Shares as contemplated by, and in accordance with, the terms of this Agreement. Accordingly, the 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 Depositary of American Depositary Shares. The issuance of the Warrant Shares is duly authorized, and upon issuance Securities has been or will be registered by the Company pursuant to the Securities Act in accordance with the WarrantsRegistration Rights Agreement. Upon receipt of the Purchase Shares and the Commitment Shares, 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Investor will have good and marketable title to such Securities and upon the Securitiesregistration of such Securities with the SEC, such Securities will be immediately freely tradable on the Principal Market by any holder who is not an “affiliate” under the Securities Act.

Issuance of Securities. The issuance of the Convertible Notes Common Shares and the Warrants pursuant to the Transaction Documents is are duly authorizedauthorized and, 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 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200100% of the maximum number of Conversion Shares issuable upon conversion shares of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares 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 exercise in accordance with the terms of the Warrants, the Warrant 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 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 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. Upon issuance in accordance with Securities Act under Section 4(a)(2) of the terms Securities Act and Rule 506(b) of this Agreement, Buyer will have good and marketable title to the Securities.Regulation D.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents Securities is duly authorized, authorized and upon the due execution, issuance when issued and delivery thereof against payment in full therefor delivered in accordance with the terms of this Agreement, the Convertible Notes and Warrants will be valid and binding obligations of Transaction Documents 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 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. 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 a number of Conversion Shares issuable upon conversion shares of Common Stock equal to (1) the then outstanding principal amount of the Convertible Notes (without taking into account any limitations plus accrued and unpaid interest on the conversion of the Convertible Notes set forth thereindivided by (2) the then-applicable Conversion Price (as defined in the Convertible Notes), and (ii) 200% 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 Common Stock under the Warrants. Upon issuance in accordance with the Convertible Notes or Warrants, as applicable, the Underlying Shares issuable upon exercise when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)Common Stock. Subject to the accuracy of the representations and warranties of the Buyer Buyers in this Agreementthe Transaction Documents, 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 Upon issuance to the Purchaser, the Preferred Shares will have been duly authorized and validly issued without violation of the Convertible Notes preemptive rights of any Person and Warrants pursuant will be fully-paid and nonassessable, free and clear of any liens, taxes or charges with respect to the Transaction Documents 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 duly authorizedobtained, 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 NotesSeries B Certificate of Designation, the Conversion Shares will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens or charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The Securities are being issued pursuant to the Registration Statement, as supplemented by the Prospectus Supplement, and 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 Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance Securities has been registered by the Company of under the Securities is exempt from registration under the 1933 ActAct and will be issued in compliance with all applicable federal and state securities laws. Upon issuance in accordance with the terms of this Agreement, Buyer the Securities will have good 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 marketable title 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 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 Act.

Issuance of Securities. The issuance of the shares of Common Stock pursuant to this Agreement is duly authorized and, upon issuance in accordance with the terms of this Agreement, 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). 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 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 Sharesshares 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 Ordinary Sharesshares 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Convertible Notes Preferred Shares and the Warrants pursuant to the Transaction Documents is are duly authorizedauthorized and, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreementthe Transaction Documents, 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 shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant and the Preferred Shares shall be entitled to the securities laws), with rights and preferences set forth in the holders being entitled to all rights accorded to a holder Certificate 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 SharesDesignations. 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) 200130% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Convertible Notes Preferred Shares set forth therein) in the Certificate of Designations), and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinin the Warrants). Subject As of the date hereof, there are 6,969,303 shares of Common Stock authorized and unissued. Upon conversion of the Preferred Shares in accordance with the Certificate of Designations or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties of the Buyer 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. 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 Convertible Notes Purchase Shares is duly authorized, and upon issuance in accordance with the terms of this Agreement, the Purchase 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 Preferred Stock. The issuance of the Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreement, 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 NotesPurchase 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 Ordinary Sharesshares 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 Ordinary Sharesshares 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) 200300% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes Purchase Shares (without taking into account any limitations on the conversion of the Convertible Notes Purchase Shares set forth thereinin the Amended and Restated Articles of Incorporation) and (ii) 200300% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Convertible Notes Purchase Shares and the Warrants pursuant to the Transaction Documents is are duly authorizedauthorized and, 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 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, Liensrights of first refusal, charges encumbrances, security interests 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200100% of the maximum number of Conversion Shares issuable upon conversion shares of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares 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). Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance exercise in accordance with the terms of the Warrants, the Warrant Shares, 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 of first refusal, encumbrances, security interests and other encumbrances with respect to the issuance thereof. The Purchase Shares and the Warrants are being issued pursuant to the Registration Statement and the offer and sale of the Purchase Shares and the Warrants pursuant to this AgreementAgreement has been registered by the Company under the Securities Act. Upon receipt of the Purchase Shares and the Warrants, Buyer the Investor will have good and marketable title to the Securitiessuch Purchase Shares and Warrants and such Purchase Shares and Warrants will be immediately freely tradable.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 Purchase Shares is duly authorized(including, and upon issuance in accordance with the Convertible Noteswithout limitation, the Conversion Shares will Initial Purchase Shares) shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liensliens, charges 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 other encumbrances preemptive rights with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock under the Certificate of Incorporation, Bylaws and the Delaware General Corporation Law. The issuance of the Warrant Shares is duly authorized, and upon Upon issuance in accordance with the Warrantsterms and conditions of this Agreement, the Warrant Commitment Shares will (as defined below in Section 5(e)) shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liensliens, charges 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 other encumbrances preemptive rights with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock under the Certificate of Incorporation, Bylaws and the Delaware General Corporation Law. As 40,000,000 shares of the Closing, the Company shall Common Stock have reserved from its been duly authorized capital stock not less and reserved for issuance upon purchase under this Agreement as Purchase Shares (other than the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinInitial Purchase Shares). Subject to the accuracy of the representations and warranties of the 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 shares of Common Stock pursuant to this Agreement is duly authorized and, upon issuance in accordance with the terms of this Agreement, 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). 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 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 Sharesshares 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 Ordinary Sharesshares 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of (i) 200150% 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 closing price of the Common Stock on the Trading Day immediately prior to Closing) and without taking into account any limitations on the conversion of the Convertible Notes set forth therein) 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The Note and the Warrant are duly authorized 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 Convertible Notes Closing, a number of shares of Common Stock shall have been duly authorized and Warrants 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 Transaction Documents is duly authorizedNote based on the Conversion Price, (ii) 100% of the maximum number of Warrant Shares issued and upon issuable pursuant to the due executionWarrant 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, issuance and delivery thereof against payment each as of the trading day immediately preceding the applicable date of determination. Upon conversion of the Note in full therefor accordance with the terms hereof or exercise of the Warrant in accordance with the terms of this Agreementthe Warrant, as 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 Notescase 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, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The issuance of Assuming the Warrant Shares is duly authorized, truth 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer 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. 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 Shares and the Convertible Notes Warrant Shares and Warrants pursuant to the Transaction Documents is Ordinary Shares represented by such Shares and Warrant Shares are duly authorizedauthorized and reserved for issuance, and upon the due executionand, 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 Notesterms hereof and exercise of the Warrants in accordance with the terms thereof, the Conversion Shares as applicable, will be validly issued, fully paid and non-assessable assessable, and free from all liens, claims and encumbrances and will not be subject to any preemptive rights or other 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 stockholders of the Warrant Company. Upon issuance, the Shares is duly authorizedare, and upon issuance in accordance with the Warrants, the Warrant Shares will be 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 non-assessable 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, taxes, Liens, charges rights of stockholders of the Company. The Board of Directors of the Company has unanimously approved the issuance of Shares and other encumbrances with respect to the issue thereof (other than Warrants 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) terms hereof and (ii) 200% of the maximum number of Warrant Shares issuable upon full exercise of the Warrants pursuant to the terms thereof (without taking into account 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 exercise "Nasdaq Authorizations"), has unanimously recommended to the stockholders of the Warrants set forth therein)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. Subject No further corporate authorization or approval (other than the Shareholder Approval) is required under the rules of the Nasdaq with respect to the accuracy of the representations and warranties of the Buyer 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 Act. Upon issuance in accordance with inclusion thereof for trading on the terms of this Agreement, Buyer will have good and marketable title to the SecuritiesNasdaq.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants has been duly authorized and upon issuance such Notes shall be (i) free from all taxes and Liens in respect of the issue thereof other than Permitted Liens (as defined in the Notes) and (iii) entitled to the rights set forth in the Notes. Upon the effectiveness of the Reverse Split, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals 130% of the maximum number of shares Common Stock issuable upon conversion of the Notes and issuable upon exercise of the Warrants. Upon the effectiveness of the Reverse Split and thereafter, at least 10,754,545 shares of Common Stock (subject to adjustment pursuant to the Transaction Documents is Company's covenant set forth in Section 4(l) of the Securities Purchase Agreement) will be duly authorized, authorized and reserved for issuance upon conversion of the Notes and upon exercise of the due execution, Warrants. Upon issuance and delivery thereof against payment in full therefor or conversion 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 or exercise in accordance with the Convertible NotesWarrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with in respect to of the issue thereof (other than pursuant to the securities laws)Permitted Liens, 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 Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)Common Stock. Subject to the accuracy of the Buyers' representations and warranties of in the Buyer in this Securities Purchase Agreement, the offer and issuance by the Company ShellCo 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 Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests and other encumbrances (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 (other than pursuant to the securities laws)thereof, 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 SharesCommon 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200100% 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 exercise in accordance with the Warrants, the Warrant 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 Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking assuming for purposes hereof that (x) the Notes are convertible at the 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 Convertible Notes set forth therein) 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 Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and the Warrants pursuant to the Transaction Documents is are 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, authorized and upon issuance in accordance with the Convertible Notes, terms of the Conversion Shares will 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of (i) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking 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 Convertible Notes set forth therein) 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 Common Stock. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes Debentures, the Warrants and the Placement Agent Warrants pursuant are duly authorized and are free from all taxes, liens and charges with respect to the Transaction Documents is issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorizedauthorized and reserved for issuance which equals at least 100% of the maximum number of shares Common Stock issuable upon conversion of the Debentures (assuming for purposes hereof, that the Debentures are convertible at the initial Conversion Price and without taking into account any limitations on the conversion of the Debentures set forth in the Debentures) and upon exercise of the due execution, Warrants and the Placement Agent Warrants (without taking into account of any limitations on the exercise of the Warrants set forth in the Warrants). Upon issuance and delivery thereof against payment in full therefor or conversion in accordance with the terms 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 Convertible Notes Debentures, the Warrants 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 NotesPlacement Agent Warrants, the Conversion Shares, the Warrant Shares and the Placement Agent Warrant Shares, respectively, will be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, 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 Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 SecuritiesCommon Stock.

Issuance of Securities. (a) The issuance of the Convertible Notes Common Stock to be purchased hereunder and Warrants to be issued pursuant to the Transaction Documents is duly authorizedMezzanine Warrants will, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with pursuant to the terms of this Agreementhereof and thereof, the Convertible Notes be duly 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 nonassessable and will be free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof any Encumbrances (other than pursuant to Encumbrances created by the securities laws), Windward Entities or in connection 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 financing described 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 (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth thereinSection 5.7). Subject to the accuracy of Based in part upon the representations and warranties of the Buyer in Article 5 of 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 the 1933 Act. Upon issuance respective Buyer in accordance with the terms Article 5 of this Agreement, Buyer the Notes and the Mezzanine Warrants, when issued and delivered pursuant to this Agreement, will have good be issued in compliance with federal and marketable title all applicable state securities laws. The Company has full right, power and authority to issue the SecuritiesNotes and the Mezzanine Warrants being purchased pursuant to Section 2.1 hereof.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 authorizedPurchase Shares, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The issuance of the Warrant Initial Purchase Shares is have been duly authorizedauthorized and, and upon issuance in accordance with the Warrantsterms hereof, the Warrant Initial Purchase Shares will shall be (i) validly issued, fully paid and non-assessable and (ii) free from all preemptive or similar rights, taxes, Liens, liens and 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 Sharesthereof. As of the Closing, the Company shall The Commitment Shares have reserved from its been duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable and, upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 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 all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights. 70,000,000 shares of 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, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents Securities is duly authorized, authorized and upon the due execution, issuance when issued and delivery thereof against payment in full therefor delivered in accordance with the terms of this Agreementthe Transaction Documents, 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 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock 586,000 shares of Common Stock issuable upon a conversion of the Senior Convertible Notes at the Conversion Price (as defined in the Senior Convertible Notes). After the earlier to occur of (x) the Company’s 2021 Annual Meeting and (y) November 1, 2021, 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) 200% (x) the then outstanding principal amount of the maximum number 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 Conversion Shares issuable upon conversion 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 (without taking into account any limitations on y) the conversion Market Stock Payment Price (as defined in the Senior Convertible Notes), for issuance upon the issuance of the Conversion Shares. Upon issuance in accordance with the Senior Convertible Notes set forth therein) Notes, the Conversion Shares, will be validly issued, fully paid and (ii) 200% nonassessable and free from all preemptive or similar rights or Liens with respect to the 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 maximum number Convertibles Notes by the Buyer thereof at the time of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein)such issuance. Subject to the accuracy of the representations and warranties of the Buyer 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 this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Convertible Notes Common Shares, the Adjustment and the Warrants pursuant to the Transaction Documents is are duly authorizedauthorized and, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreementthe Transaction Documents, the Convertible Notes Common Shares and 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 Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable issued and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to and the securities laws), Common Shares shall be fully paid and nonassessable 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 SharesCommon 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) 200% of the maximum number of Conversion Shares issuable upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares 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 exercise of the Warrants in accordance with the Warrants, the Warrant Shares when issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Adjustment Shares, when issued in accordance with the terms of Section 1(b), will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, 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 Buyer in Buyers 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 Convertible Notes Common Shares and the Warrants pursuant to the Transaction Documents is are duly authorizedauthorized and, 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 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, Liensrights of first refusal, charges encumbrances, security interests 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 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 Sharesthereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 200100% of the maximum number of Conversion Shares issuable upon conversion shares of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares 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 exercise in accordance with the terms of the Warrants, the Warrant 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 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 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. Upon issuance in accordance with Act under Section 4(a)(2) of the terms 1933 Act and Rule 506(b) of this Agreement, Buyer will have good and marketable title to the Securities.Regulation D.

Issuance of Securities. The issuance of the Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, Upon issuance and delivery thereof against payment in full therefor in accordance with the terms and conditions 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 authorizedPurchase Shares, and upon issuance in accordance with the Convertible Notes, the Conversion Shares will shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, taxes, Liens, liens and charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws)thereof, with the holders being entitled to all rights accorded to a holder of Ordinary SharesCommon Stock. The issuance of the Warrant Initial Purchase Shares is have been duly authorizedauthorized and, and upon issuance in accordance with the Warrantsterms hereof, the Warrant Initial Purchase Shares will shall be (i) validly issued, fully paid and non-assessable and (ii) free from all preemptive or similar rights, taxes, Liens, liens and 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 Sharesthereof. As of the Closing, the Company shall The Commitment Shares have reserved from its been duly authorized capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issuable and, upon conversion of the Convertible Notes (without taking into account any limitations on the conversion of the Convertible Notes set forth therein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the 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 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 all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights. 12,000,000 shares of 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, Buyer will have good and marketable title to the Securities.