Common use of Authorization, Enforcement, Compliance with Other Instruments Clause in Contracts

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Escrow Agreement and all other documents necessary or desirable to effect the transactions contemplated hereby (collectively the “Transaction Documents to which the Company is a party Documents”) and to issue the Notes, the Bridge Warrants, the Bridge Warrant Shares and the Commitment Fee Bridge Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Bridge Warrants, the Bridge Warrant Shares and the Bridge Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) and the reservation for issuance of the Bridge Warrant Shares issuable upon exercise of the Bridge Warrants (and the Conversion Shares and the Conversion Warrant Shares), have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) be duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents when executed will constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. The Company and each of its Subsidiaries (as applicable) has the requisite corporate power or limited liability company power, as the case may be, and authority to enter into and perform its obligations under this Agreement and execute the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which it is a party party, to issue and sell the Note and the Warrants pursuant hereto (in the case of the Company), and to perform its obligations under the Transaction Documents to which it is a party, including issuing the Warrant Shares on the terms set forth in this Agreement upon receipt of Exchange Approval. The execution and delivery of the Transaction Documents by the Company and its Subsidiaries and the issuance and sale of the Securities by the Company pursuant hereto, including without limitation the reservation of the Warrant Shares for future issuance, have been duly and validly authorized by the Company’s Board of Directors and any similar governing body of a Subsidiary and no further consent or authorization is required by the Company, its Subsidiaries, their respective Boards of Directors or other governing bodies, the Company’s stockholders or any other Person in connection therewith other than the Company’s receipt of Exchange Approval, which the Company expects to have within fourteen (or, when executed 14) days from the Closing Date. The Transaction Documents have been duly and delivered, will be) duly validly executed and delivered by the Company and, assuming the execution and delivery thereof its Subsidiaries party thereto and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the CompanyCompany and its Subsidiaries (as applicable), enforceable against the Company such parties in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction DocumentsDocuments by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body body, as applicable, and (other than (i) the filing with the SEC of a Form D with respect to the transactions contemplated hereby and the applicable Current Report on Form 8-K, (ii) with respect to the applicable Closing, confirmation that Stockholder Approval has been obtained, if applicable, (iii) with respect to any applicable Closings, the filing of an additional listing application with the Principal Market, and (iv) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization will be is required by the Company, its board Subsidiaries, their respective boards of directors or its shareholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Except for the Required Approvals, neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with, any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents” means, collectivelyin each case, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection accordance with the transactions contemplated hereby terms hereof or thereof. All consents, authorizations, orders, filings and thereby, as may registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be amended from time to time.obtained or effected on or

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents to which the Company is a party Documents”) and to issue the Shares and the Commitment Fee Shares Shares, in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery by the Company of this Agreement and such other each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) , have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s board Board of directors or other governing body Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its board respective Board of directors Directors or its shareholders. This Agreement and stockholders; (iii) each of the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) be duly executed and delivered by the Company and, assuming the execution Company; and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents when executed will constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as and, with respect to any rights to indemnification and to indemnity or contribution contained in the Registration Rights Agreement, as such rights may be limited by state or federal laws or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timepublic policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Irrevocable Transfer Agent Instructions, the Transfer Instructions Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the “Transaction Documents to which the Company is a party Documents”) and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares) , and the reservation for issuance and the issuance of the Warrant Shares, have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into or delivered by Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the parties hereto in connection with Company’s obligations under the transactions contemplated hereby and thereby, as may be amended from time to timeTransaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Warrants, the Escrow Agreement and each of the other agreements and documents that are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or desirable to effect the transactions contemplated hereby or thereby (the “Transaction Documents to which the Company is a party Documents”) and to issue the Securities, the Ordinary Shares issuable upon exercise of the Warrants (the “Warrant Shares”), and the Commitment Fee Shares securities issuable to the Placement Agent in accordance with the terms hereof and thereof. The , (ii) the execution and delivery by the Company of this Agreement and such other each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Securities, the Warrant Shares and the securities issuable to the Placement Agent, have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s board of directors or other governing body (the “Board”), and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its board Board of directors Directors or its shareholders. This , provided however that with respect to any subscription and/or Closing to made under this Agreement by a Subscriber which is qualified as a controlling shareholder or controlling shareholders of the Company (in accordance with the terms of the Israeli Companies Law 5759-1999 and the other applicable rules and regulations thereunder (the “Companies Law”)) with an interest respect to the transactions contemplated by this Agreement, will also have to be approved by the audit committee of the Company and the Company’s shareholders in accordance with the Companies Law, (iii) each of the Transaction Documents to which it is a party have been (or, when executed and delivered, will be) be duly executed and delivered by the Company andCompany, assuming (iv) the execution Transaction Documents when executed and delivery thereof and acceptance delivered by the Investor, Company and each other party thereto will constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered a proceeding at law or in equity), or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies now or hereafter in effect, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except as rights that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under applicable securities laws. The Transaction Documents have been prepared in conformity with all applicable laws and in compliance with Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of all other rules and regulations of the Securities and Exchange Commission related to contribution may offerings of the type contemplated by the Offering and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be limited offered and sold. Assuming the accuracy of the representations and warranties of the Subscribers contained in Section 5(a) through 5(c) hereof, the Securities will be offered and sold pursuant to the registration exemption provided by federal or Regulation D and/or Section 4(a)(2) of the Securities Act and the requirements of any applicable state securities lawlaws. “Transaction Documents” means, collectively, this Agreement and each To the knowledge of the other instruments entered into Company, the Transaction Documents do not include any untrue statement of a material fact or delivered by omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent the Offering is conducted on a Regulation D basis (i) none of Company, nor to the knowledge of the Company, any of its directors, executive officers, other officers of the parties hereto Company participating in connection the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the transactions contemplated hereby Company in any capacity at the time of sale (each an “Issuer Covered Person”) is subject to any “Bad Actor” disqualifications described in Rule 506 (d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”), (ii) the Company has exercised reasonable care to determine whether any Issuer Covered person is subject to a Disqualification Event and thereby(iii)the Company has complied, as may be amended from time to timethe extent applicable, with its disclosure obligations under Rule 506(e).

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrant and any other documents or instruments in connection herewith (the other “Transaction Documents to which the Company is a party Documents”) and to issue the Units, the underlying Ordinary Shares and Warrants comprising the Commitment Fee Unit and the Ordinary Shares issuable upon exercise of the Warrant (collectively, the “Securities”), in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery by the Company of this Agreement and such other each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Securities, have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document by the Company, duly authorized by the Company’s board Board of directors or other governing body Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders; (iii) each of the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) be duly executed and delivered by the Company and, assuming the execution Company; and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents when executed will constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as and, with respect to any rights to indemnification and to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timepublic policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, Company or its board of directors or its except for (if and when required) the approval of the Company’s shareholders. This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time[****]”.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and (collectively, the other Transaction Documents to which the Company is a party "TRANSACTION DOCUMENTS"), and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Shares) Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders (except to the other extent that stockholder approval may be required pursuant to the rules of the Nasdaq SmallCap Market or the Nasdaq National Market, as applicable, for the issuance of a number of Conversion Shares greater than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Initial Issuance Date), (iii) the Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies, and except as rights (v) prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the parties hereto State of Delaware and will be in connection full force and effect, enforceable against the Company in accordance with the transactions contemplated hereby and thereby, as may be amended from time to timeits terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and all other documents necessary or desirable to effect the other transactions contemplated hereby (collectively the “Transaction Documents Documents”) to which the Company it is a party and to issue the Shares Units, including the PPO Warrants and the Commitment Fee Shares Broker Warrants (and the Common Stock, including the Common Stock underlying the Units, the PPO Warrants and the Broker Warrants) in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the SharesUnits (and the Common Stock, including the Common Stock underlying the Units, PPO Warrants and Broker Warrants) and the reservation for issuance of the PPO Warrant Shares and Broker Warrant Shares have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) be duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents when executed will constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Registration Rights Agreement, to which issue, sell and perform its obligations with respect to the Company is a party and to issue the Shares Convertible Notes and the Commitment Fee Shares Warrants in accordance with the terms hereof hereof, the Convertible Notes and thereof. The the Warrants, as applicable, and to issue the Conversion Shares and the Warrant Shares upon conversion of the Convertible Notes and the exercise of the Warrants, respectively, in accordance with the Convertible Notes and the Warrants, respectively, (ii) the execution and delivery of this Agreement, the Convertible Notes, the Warrants and the Registration Rights Agreement by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Convertible Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Notes and the Warrant Shares upon exercise of the Warrants have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement stockholders, (iii) this Agreement, the Registration Rights Agreement, the Convertible Notes and the other Transaction Documents to which it is a party Warrants have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming and (iv) this Agreement, the execution Registration Rights Agreement, the Convertible Notes and delivery thereof and acceptance by the Investor, Warrants constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and (collectively, the other Transaction Documents to which the Company is a party "TRANSACTION DOCUMENTS"), and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Shares) Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares upon exercise of the Warrants, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, except as contemplated Section 4(f), (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies, and except as rights (v) prior to indemnification and to contribution may the Closing Date, the Certificate of Designation will be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each filed with the Secretary of State of the other instruments entered into or delivered by any State of Delaware and will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby and thereby, as may be amended from time to timeits terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrant and the any other documents or instruments in connection herewith(the “Transaction Documents to which the Company is a party Documents”) and to issue the Units, the underlying Ordinary Shares and Warrants comprising the Commitment Fee Unit and the Ordinary Shares issuable upon exercise of the Warrant (collectively, the “Securities”), in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery by the Company of this Agreement and such other each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Securities, have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document by the Company, duly authorized by the Company’s board Board of directors or other governing body Directors, and no further consent or authorization is, or will be at the time of execution of such Transaction Document, required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders; (iii) each of the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) be duly executed and delivered by the Company and, assuming the execution Company; and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents when executed will constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as and, with respect to any rights to indemnification and to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timepublic policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Registration Rights Agreement, to which issue, sell, transfer and perform its obligations with respect to the Company is a party and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof hereof, and thereof. to issue the Warrant Shares upon the exercise of the Paradise Warrants, in accordance with the Paradise Warrants, (ii) The execution and delivery of this Agreement, the Securities and the Registration Rights Agreement by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance, transfer and/or delivery of the Securities and the reservation for issuance and the issuance of the Shares) Warrant Shares upon exercise of the Paradise Warrants have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. stockholders, (iii) This Agreement, the Registration Rights Agreement and the other Transaction Documents to which it is a party Securities have been (or, when executed and delivered, will be) duly executed and delivered by the Company, (iv) The Company andowns the Eruptor Shares free and clear of all liens, assuming encumbrances and defects and can freely transfer the execution and delivery thereof and acceptance Eruptor Shares together with all rights with respect to the Eruptor Shares owned by the InvestorCompany to the Buyers without the need for any consent or waiver that has not already been obtained and (v) This Agreement, the Registration Rights Agreement and the Securities constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, those of Eruptor with respect to the Eruptor Shares, enforceable against the Company or Eruptor, as appropriate, in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Merger Agreement (collectively with all other documents, certificates or instruments executed and delivered in connection with the transactions contemplated hereby or thereby, the “Transaction Documents Documents”) and to which consummate the Company is a party and transactions contemplated thereby, including to issue the Shares and the Commitment Fee Shares Shares, in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery by the Company and each of this Agreement and such other its Subsidiaries party thereto of each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) , have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors or other applicable governing body of the Company or such Subsidiary, and no further action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Company or any such Subsidiary, its respective board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This respective stockholders or equity holders; (iii) this Agreement and the Merger Agreement have been, and at the Closing each of the other Transaction Documents to which it is a party have been (orwill be when delivered at the Closing, when executed and delivered, will be) duly executed and delivered by the Company and each of its Subsidiaries party thereto; and (iv) this Agreement and the Merger Agreement constitute and, assuming when delivered at the execution and delivery thereof and acceptance by Closing or at the Investorclosing of the Merger, constitute (oras applicable, when duly executed and deliveredthe other Transaction Documents will constitute, will be) the legal, valid and binding obligations of the Company, Company and its Subsidiaries party thereto enforceable against the Company and its Subsidiaries party thereto in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as and, with respect to any rights to indemnification and to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timepublic policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and (collectively, the other "Transaction Documents to which the Company is a party Documents"), and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Shares) Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof and any shares of Common Stock issued as payment of Registration Delay Payments (as defined in the Registration Rights Agreement), have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies, and except as rights (v) prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the parties hereto State of Delaware and will be in connection full force and effect, enforceable against the Company in accordance with the transactions contemplated hereby and thereby, as may be amended from time to timeits terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, and any related agreements (collectively the other Transaction Documents to which the Company is a party "TRANSACTION DOCUMENTS") and to issue the Shares Convertible Debentures and the Commitment Fee Conversion Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or delivered by perform any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany's other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue and sell and perform its obligations with respect to the Shares and the Commitment Fee Shares Common Stock in accordance with the terms hereof and thereof. hereof. (b) The execution and delivery of this Agreement by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (hereby, including, without limitation, the reservation for issuance and the issuance of the Shares) Common Stock pursuant to the terms of this Agreement, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors Directors (or other governing body and a duly appointed committee thereof) and, to the Knowledge of the Company, no further consent or authorization will be is required by the Company's Board of Directors, its board any committee thereof or the stockholders of directors or its shareholdersthe Company. FUEL(SM) PATENTS PENDING 13 RAMIUS SECURITIES, LLC (c) Upon the issuance of the Common Stock issuable in accordance with the terms of this Agreement and payment of the Underwriting Price therefor, such Common Stock will be duly and validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus. (d) This Agreement and the other Transaction Documents to which it is a party have has been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, constitutes a valid and binding obligations agreement of the Company, Company enforceable against the Company it in accordance with their respective termsthe terms hereof, except as such that enforceability may be limited by general principles subject to the effect of equity or (i) any applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation moratorium or other laws relating to, or affecting creditors' rights generally, the enforcement (ii) general principles of applicable creditors’ rights equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and remedies (iii) any implied covenant of good faith or fair dealing; and except as rights to indemnification indemnity and to contribution hereunder may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the SharesADSs) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders, any court or other federal, state, local or other governmental authority or other Person, other than filings required by the Israeli Securities Authority, the Tel Aviv Stock Exchange (the “TASE”) and the Israeli Registrar of Companies and (vi) the approval of the TASE for the issuance of the ADSs (collectively, the “Required Approvals”). This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company it is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The Other than any shareholder approval required for any issuance of the Ordinary Shares exceeding the Exchange Cap hereunder and to the extent the Company is not eligible to rely on the Home Country Practice, the execution and delivery by the Company of this Agreement and such the other Transaction DocumentsDocuments to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders, subject to Section 2.01(c)(iii). This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Escrow Agreement and all other documents necessary or desirable to effect the transactions contemplated hereby (collectively the “Transaction Documents Documents”) to which the Company it is a party and to issue the Notes, the Bridge Warrants and the Bridge Warrant Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Commitment Fee Shares Conversion Shares) in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Bridge Warrants and the Bridge Warrant Shares (and the Conversion Warrants, the Conversion Warrant Shares and the Conversion Shares) and the reservation for issuance of the Bridge Warrant Shares issuable upon exercise of the Bridge Warrants (and the Conversion Shares and the Conversion Warrant Shares), have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) be duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents when executed will constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Convertible Debentures, the Warrants, the Security Documents, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the “Transaction Documents to which the Company is a party Documents”) and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares) , and the reservation for issuance and the issuance of the Warrant Shares, have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or delivered by perform any of the parties hereto in connection with Company’s other obligations under the transactions contemplated hereby and thereby, as may be amended from time to timeTransaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, and each of the other Transaction Offering Documents to which the Company is a party and to issue the Shares Securities, Placement Agent Warrants and the Commitment Fee Class B Common Shares underlying the same in accordance with the terms hereof and thereof. The , (ii) the execution and delivery by the Company of this Agreement each of the Offering Documents and such other Transaction Documents, Placement Agent Warrants and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Securities, Placement Agent Warrants and the Class B Common Shares underlying the same have been been, or (with respect to consummation) will be at the time of execution of such Offering Document, duly authorized by the Company’s board Board of directors or other governing body Directors, and no further consent or authorization is, or will be at the time of execution of such Offering Document and Placement Agent Warrants, required by the Company, its board respective Board of directors Directors or its shareholders. This Agreement stockholders, (iii) each of the Offering Documents and the other Transaction Documents to which it is a party have been (or, when executed and delivered, Placement Agent Warrants will be) be duly executed and delivered by the Company andCompany, assuming (iv) the execution Offering Documents and delivery thereof Placement Agent Warrants when executed and acceptance delivered by the Investor, Company and each other party thereto will constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue, sell and perform its obligations with respect to the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares Common Stock in accordance with the terms hereof and thereof. (including the Common Stock issuable upon exercise of the Purchase Option). (b) The execution and delivery of this Agreement by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (hereby, including, without limitation, the reservation for issuance and the issuance of the Shares) Common Stock (including the Common Stock issuable upon exercise of the Purchase Option), have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders; provided, that the Company's Board of Directors (or a committee thereof), or an authorized officer of the Company shall authorize each Capital Demand Notice and the issuance of Common Stock thereby prior to the issuance of such Capital Demand Notice. This To the Knowledge of the Company, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and the other Transaction Documents issuance of the Common Stock issuable upon each Closing, and the consummation of the transactions contemplated hereby in accordance with the terms hereof. (c) The Common Stock issuable in accordance with the terms of this Agreement (including the Common Stock issuable upon exercise of the Purchase Option), upon due authorization by the Board of Directors of such issuance (in the case of Common Stock issuable pursuant to which it is a party have been (orCapital Demand Notice), when executed the issuance of such Common Stock and deliveredpayment of the Underwriting Price or Purchase Option Exercise Price therefor, as applicable, in accordance with the terms hereof, will bebe duly and validly issued, fully paid and nonassessable. (d) This Agreement has been duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, constitutes a valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Convertible Debentures, the Warrants, the Security Document, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the "Transaction Documents to which the Company is a party Documents") and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares) , and the reservation for issuance and the issuance of the Warrant Shares, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or delivered by perform any of the parties hereto in connection with Company's other obligations under the transactions contemplated hereby and thereby, as may be amended from time to timeTransaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the SharesOrdinary Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further filing, consent or authorization will be required by the Company, its board of directors or its shareholdersshareholders other than an amendment to the Company’s articles of organization to reflect its change from a privately traded company to a publicly traded company. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement Agreement, the Warrants, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) ------------------------------------------------------------- The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Security Agreement, the Investor Registration Rights Agreement, the Irrevocable Transfer Agent Agreement, the Escrow Agreement, the Pledge and Escrow Agreement, the other Transaction Documents to which Warrants of even date herewith issued by the Company is a party to the Buyer and any related agreements (collectively the "Transaction ----------- Documents") and to issue the Shares Convertible Debentures and the Commitment Fee Conversion Shares in --------- accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the EX-57 transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Convertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or delivered by perform any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany's other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the October Exchange Securities, and each of the other Transaction Exchange Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares October Exchange Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of the Exchange Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (hereby, including, without limitation, the issuance of the Shares) October Exchange Securities, have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Exchange Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming (iv) this Agreement and the execution and delivery thereof and acceptance by October Exchange Securities constitute the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, (v) except as such enforceability may for the submission of a Nasdaq Listing of Additional Shares notification form with respect to the October Exchange Securities to the Nasdaq Stock Market, no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of the Company is required to be limited obtained by general principles the Company for the issuance of equity the October Exchange Securities to Holder or applicable bankruptcythe entering into of the Exchange Documents, insolvency, reorganization, moratorium, liquidation and (vi) the Company’s signatory has full corporate or other laws relating to, or affecting generally, requisite authority to execute the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification Exchange Documents and to contribution may be limited by federal or state securities lawbind the Company. “Transaction Documents” means, collectively, The Company’s Board of Directors has duly adopted a resolution authorizing this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby Exchange Documents and therebyratifying their terms, as may be amended from time to timeindicated by the Secretary’s Certificate.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Convertible Debentures, the Warrants, the Security Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the “Transaction Documents to which the Company is a party Documents”) and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares) , and the reservation for issuance and the issuance of the Warrant Shares, have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or delivered by perform any of the parties hereto in connection with Company’s other obligations under the transactions contemplated hereby and thereby, as may be amended from time to timeTransaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholdersshareholders (except as contemplated under Section 2.01(c)(iii)). This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Merger Agreement (collectively with all other documents, certificates or instruments executed and delivered in connection with the transactions contemplated hereby or thereby, the “Transaction Documents Documents”) and to which consummate the Company is a party transactions contemplated hereby and thereby, including to issue the Shares and the Commitment Fee Shares Shares, in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery by the Company and each of this Agreement and such other its Subsidiaries party thereto of each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) , have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors or other applicable governing body of the Company or such Subsidiary, and no further action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Company or any such Subsidiary, its respective board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This respective stockholders or equity holders; (iii) this Agreement and the Merger Agreement have been, and at the Closing each of the other Transaction Documents to which it is a party have been (orwill be when delivered at the Closing, when executed and delivered, will be) duly executed and delivered by the Company and each of its Subsidiaries party thereto; and (iv) subject to prior approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby by DI Majority Stockholder Approval (as defined below), Company Stockholder Approval (as defined below) and MS Stockholder Approval (as defined below), each of which shall have been obtained prior to the Initial Closing, this Agreement and the Merger Agreement constitute and, assuming when delivered at the execution and delivery thereof and acceptance by Closing or at the Investorclosing of the Merger, constitute (oras applicable, when duly executed and deliveredthe other Transaction Documents will constitute, will be) the legal, valid and binding obligations of the Company, Company and its Subsidiaries party thereto enforceable against the Company and its Subsidiaries party thereto in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as and, with respect to any rights to indemnification and to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or state securities lawpublic policy underlying such laws. “Transaction Documents” meansDI Majority Stockholder Approval is the only approval required by the stockholders of Deep Isolation required to approve the Merger Agreement, collectively, this Agreement the Merger and each the consummation of the other instruments entered into or delivered transactions contemplated by any the Merger Agreement. MS Stockholder Approval is the only approval required by the stockholders of Merger Sub required to approve the Merger Agreement, the Merger and the consummation of the parties hereto in connection with the other transactions contemplated hereby by the Merger Agreement. As used herein, the term (i) “DI Majority Stockholder Approval” means the approval of the Merger Agreement, the Merger and therebythe consummation of the other transactions contemplated by the Merger Agreement by the holders of a majority of the issued and outstanding shares of Deep Isolation common stock, par value $0.0001 per share (the “DI Common Stock”), and preferred stock, par value $0.0001 per share (the “DI Preferred Stock”), voting together as may be amended from time a single class (with each holder of any share(s) of DI Preferred Stock having votes equal to timethe number of whole shares of DI Common Stock into which such share(s) of DI Preferred Stock are convertible), which approval occurs after the execution and delivery of the Merger Agreement by the parties thereto; (ii) “Company Stockholder Approval” means the approval of the Merger Agreement, the Merger and the consummation of the other transactions contemplated by the Merger Agreement by the holders of all of the shares of Common Stock issued and outstanding prior to the Merger, which approval occurs after the execution and delivery of the Merger Agreement by the parties thereto; and (iii) “MS Stockholder Approval” means the approval of the Merger Agreement, the Merger and the consummation of the other transactions contemplated by the Merger Agreement by the Company as the sole stockholder of Merger Sub, which approval occurs after the execution and delivery of the Merger Agreement by the parties thereto.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction DocumentsDocuments by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body body, as applicable, and (other than (i) the filing with the SEC of a Form D with respect to the transactions contemplated hereby and the applicable Current Report on Form 8-K, (ii) with respect to any applicable Closing, confirmation that Stockholder Approval has been obtained, if necessary, (iii) with respect to any applicable Closings, the filing of an listing of additional shares application with the Principal Market, and (iv) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization will be is required by the Company, its board Subsidiaries, their respective boards of directors or its shareholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Except for the Required Approvals, neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with, any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents” means, collectivelyin each case, this Agreement in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and each registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to such Closing, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the other instruments entered into Company or delivered by any of its Subsidiaries from obtaining or effecting any of the parties hereto registration, application or filings contemplated by the Transaction Documents. Except as disclosed in connection with Schedule 4.02, to the transactions contemplated hereby Company’s knowledge, the Company is not in violation of the requirements of the Principal Market. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and therebyany court or other tribunal), as may be amended from time multinational organization or body; or body exercising, or entitled to timeexercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

Authorization, Enforcement, Compliance with Other Instruments. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue, sell and perform its obligations with respect to the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares Common Stock in accordance with the terms hereof and thereof. (including the Common Stock issuable upon exercise of the Purchase Option). (b) The execution and delivery of this Agreement by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (hereby, including, without limitation, the reservation for issuance and the issuance of the Shares) Common Stock (including the Common Stock issuable upon exercise of the Purchase Option), have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This To the Knowledge of the Company, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party have been issuance of the Common Stock issuable upon each Closing, and the consummation of the transactions contemplated hereby in accordance with the terms hereof. (orc) The Common Stock issuable in accordance with the terms of this Agreement (including the Common Stock issuable upon exercise of the Purchase Option), when executed upon the issuance of such Common Stock and deliveredpayment of the Underwriting Price or Purchase Option Exercise Price therefor, as applicable, in accordance with the terms hereof, will bebe duly and validly issued, fully paid and nonassessable. (d) This Agreement has been duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, constitutes a valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party Warrant Agreement and to issue issue, sell and perform its obligations with respect to the Shares and the Commitment Fee Shares Common Stock in accordance with the terms hereof and thereof. (including the Common Stock issuable upon exercise of the Warrant Agreement). (b) The execution and delivery by the Company of this Agreement and such other Transaction Documents, the Warrant Agreement by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (by such agreements, including, without limitation, the reservation for issuance and the issuance of the Shares) Common Stock pursuant to the terms of this Agreement (including the Common Stock issuable upon exercise of the Warrant Agreement), have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. To the Knowledge of the Company, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and the Warrant Agreement and the issuance of the Common Stock issuable upon each Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby in accordance with the terms hereof. (c) The Common Stock issuable in accordance with the terms of this Agreement (including the Common Stock issuable upon exercise of the Warrant Agreement), upon the issuance of such Common Stock and payment of the Underwriting Price or Warrant Agreement Exercise Price therefor, as applicable, in accordance with the terms hereof or thereof, will be duly and validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus. (d) This Agreement and the other Transaction Documents to which it is a party Warrant Agreement have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Merger Agreement (collectively with all other documents, certificates or instruments executed and delivered in connection with the transactions contemplated hereby or thereby, the “Transaction Documents Documents”) and to which consummate the Company is a party and transactions contemplated thereby, including to issue the Shares and the Commitment Fee Shares Shares, in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery by the Company and each of this Agreement and such other its Subsidiaries party thereto of each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) , have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s board Board of directors Directors or other applicable governing body of the Company or such Subsidiary, and no further action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Company or any such Subsidiary, its respective Board of Directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This respective stockholders or equityholders; (iii) this Agreement has been, and at the Closing each of the other Transaction Documents to which it is a party have been (orwill be when delivered at the Closing, when executed and delivered, will be) duly executed and delivered by the Company and, assuming and each of its Subsidiaries party thereto; and (iv) this Agreement and the execution and delivery thereof and acceptance by the Investor, constitute (orother Transaction Documents, when duly executed and delivereddelivered at the Closing or at the closing of the Merger, as applicable, will be) constitute the legal, valid and binding obligations of the Company, Company and its Subsidiaries party thereto enforceable against the Company and its Subsidiaries party thereto in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as and, with respect to any rights to indemnification and to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timepublic policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the SharesADSs) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors (or other governing body a duly authorized and empowered committee thereof) and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other Transaction Documents to which agreements entered into by the Company is a party parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of this Agreement and such other Transaction Documents, the Certificate of Amendment by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Shares) Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders (except such stockholder approval as may be required by AMEX for the other issuance of a number of shares of Common Stock which is greater than 19.99% of the number of shares outstanding on the Initial Closing Date), (iii) the Transaction Documents to which it is a party have been duly executed and delivered by the Company, (oriv) this Agreement and, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investorother Transaction Documents, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies, and except as rights (v) prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any Closing Dates, the Certificate of Amendment will have been filed with the Secretary of State of the parties hereto State of New York and will be in connection full force and effect, enforceable against the Company in accordance with the transactions contemplated hereby and thereby, as may be amended from time to timeits terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Convertible Debentures, the Warrants, the Ratification Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the “Transaction Documents to which the Company is a party Documents”) and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares) , and the reservation for issuance and the issuance of the Warrant Shares, have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into or delivered by Company executing the Transaction Documents knows of no reason why the Company cannot perform any of the parties hereto in connection with Company’s other obligations under the transactions contemplated hereby and thereby, as may be amended from time to timeTransaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Registration Rights Agreement, to which issue, sell and perform its obligations with respect to the Company is a party and to issue the Shares Convertible Note and the Commitment Fee Shares Warrants in accordance with the terms hereof hereof, and thereof. The to issue the Conversion Shares and the Warrant Shares upon conversion of the Convertible Note and the exercise of the Warrants, respectively, in accordance with the Convertible Note and the Warrants, respectively, (ii) the execution and delivery of this Agreement, the Convertible Note, the Warrants and the Registration Rights Agreement by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Convertible Note and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Note and the Warrant Shares upon exercise of the Warrants have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement stockholders, (iii) this Agreement, the Registration Rights Agreement, the Convertible Note and the other Transaction Documents to which it is a party Warrants have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming and (iv) this Agreement, the execution Registration Rights Agreement, the Convertible Note and delivery thereof and acceptance by the Investor, Warrants constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, and the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and (collectively, the other Transaction Documents to which the Company is a party "TRANSACTION DOCUMENTS"), and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the SharesPreferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise, as the case may be) have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, except for, if required by NYSE, approval by its stockholders prior to the other issuance of a number of shares of Common Stock equal to or in excess of 20% of the number of shares of Common Stock outstanding immediately prior to the Initial Closing Date; (iii) the Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute Company; (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies; and except as rights (v) prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any Closing Dates, the Certificate of Designations will have been filed with the Secretary of State of the parties hereto State of Delaware and will be in connection full force and effect, enforceable against the Company in accordance with the transactions contemplated hereby and thereby, as may be amended from time to timeits terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other Transaction Documents to which agreements entered into by the Company is a party parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company and the execution and filing of this Agreement and such other Transaction Documents, the Articles of Amendment by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Shares) Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise thereof, have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This stockholders, (iii) the Transaction Documents have been duly executed and delivered by the Company, and (iv) this Agreement and the other Transaction Documents to which it is a party have been (orRegistration Rights Agreement and, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investorother Transaction Documents, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. The Each Company Party has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company it is a party and and, in the case of the Company, to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the each Company Party of this Agreement and such the other Transaction DocumentsDocuments to which it is a party, and the consummation by the each Company Party of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s its board of directors (or other an equivalent governing body body) and no further consent or authorization will be required by the Company, such Company Party or its board of directors (or such equivalent governing body) or its shareholdersshareholders (or an equivalent constituency). This Agreement and the other Transaction Documents to which it each Company Party is a party have been (or, when executed and delivered, will be) duly executed and delivered by the such Company Party and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, such Company Party enforceable against the such Company Party (as applicable) in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Guaranty Agreements, the Pledge Agreements, the Promissory Note, the Letter Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, and each of the other Transaction Offering Documents to which the Company is a party and to issue the Shares Securities, Placement Agent Warrants and the Commitment Fee Shares shares of Class A Common Stock underlying the same in accordance with the terms hereof and thereof. The , (ii) the execution and delivery by the Company of this Agreement each of the Offering Documents and such other Transaction Documents, Placement Agent Warrants and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Securities, Placement Agent Warrants and the shares of Class A Common Stock underlying the same have been been, or (with respect to consummation) will be at the time of execution of such Offering Document, duly authorized by the Company’s board Board of directors or other governing body Directors, and no further consent or authorization is, or will be at the time of execution of such Offering Document and Placement Agent Warrants, required by the Company, its board respective Board of directors Directors or its shareholders. This Agreement stockholders, (iii) each of the Offering Documents and the other Transaction Documents to which it is a party have been (or, when executed and delivered, Placement Agent Warrants will be) be duly executed and delivered by the Company andCompany, assuming (iv) the execution Offering Documents and delivery thereof Placement Agent Warrants when executed and acceptance delivered by the Investor, Company and each other party thereto will constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction DocumentsDocuments by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body body, as applicable, and (other than (i) the filing with the SEC of a Form D with respect to the transactions contemplated hereby and the Current Report, (ii) with respect to the applicable Closing, confirmation that Stockholder Approval has been obtained, if applicable, (iii) with respect to any applicable Closings, the filing of an additional listing application with the Principal Market, and (iv) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization will be is required by the Company, its board Subsidiaries, their respective boards of directors or its shareholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Except for the Required Approvals, neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with, any Governmental Entity (as defined below) or any regulatory or self- regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents” means, collectivelyin each case, this Agreement in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and each registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to such Closing, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the other instruments entered into Company or delivered by any of its Subsidiaries from obtaining or effecting any of the parties hereto registration, application or filings contemplated by the Transaction Documents. Except as disclosed in connection with Schedule 4.02, the transactions contemplated hereby Company is not in violation of the requirements of the Principal Market and therebyhas no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Shares. “Governmental Entity” means any nation, as may be amended from time state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multinational organization or body; or body exercising, or entitled to timeexercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Convertible Debentures, the Warrants, the Security Agreement, the Irrevocable Transfer Agent Instructions, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively the “Transaction Documents to which the Company is a party Documents”) and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of the Transaction Documents by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Securities, the reservation for issuance and the issuance of the Conversion Shares) , and the reservation for issuance and the issuance of the Warrant Shares, have been or (with respect to consummation) will be duly authorized by the Company’s board Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders, (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement and each The authorized officer of the other instruments entered into Company executing the Transaction Documents knows of no reason why the Company cannot file the Registration Statement as required under the Registration Rights Agreement or delivered by perform any of the parties hereto in connection with Company’s other obligations under the transactions contemplated hereby and thereby, as may be amended from time to timeTransaction Documents.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Share Exchange Agreement (collectively with all other documents, certificates or instruments executed and delivered in connection with the transactions contemplated hereby or thereby, the “Transaction Documents Documents”) and to which consummate the Company is a party and transactions contemplated thereby, including to issue the Shares and the Commitment Fee Shares Securities, in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery by the Company and each of this Agreement and such other its Subsidiaries party thereto of each of the Transaction Documents, Documents and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Shares) Securities, have been been, or (with respect to consummation) will be at the time of execution of such Transaction Document, duly authorized by the Company’s Board of Directors or other applicable governing body of the Company or such Subsidiary, and no further action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document, required by or from the Company or any such Subsidiary, its respective board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders. This respective stockholders or equity holders; (iii) this Agreement has been, and at the Closing each of the other Transaction Documents to which it is a party have been (orwill be when delivered at the Closing, when executed and delivered, will be) duly executed and delivered by the Company and, assuming and each of its Subsidiaries party thereto; and (iv) this Agreement and the execution and delivery thereof and acceptance by the Investor, constitute (orother Transaction Documents, when duly executed and delivereddelivered at the Closing or at the closing of the Share Exchange, as applicable, will be) constitute the legal, valid and binding obligations of the Company, Company and its Subsidiaries party thereto enforceable against the Company and its Subsidiaries party thereto in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as and, with respect to any rights to indemnification and to indemnity or contribution contained in the Transaction Documents, as such rights may be limited by state or federal laws or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timepublic policy underlying such laws.

Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which the Company it is a party and to issue the Shares and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and such the other Transaction DocumentsDocuments to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the SharesADSs) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors or other governing body and no further consent or authorization will be required by the Company, its board of directors or its shareholders, any court or other federal, state, local or other governmental authority or other Person, other than filings required by the Israeli Securities Authority, the Tel Aviv Stock Exchange (the “TASE”) and the Israeli Registrar of Companies and (vi) the approval of the TASE for the issuance of the ADSs (collectively, the “Required Approvals”). This Agreement and the other Transaction Documents to which it the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and each of the other instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Warrants and the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other Transaction Documents to which agreements entered into by the Company is a party parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Shares and the Commitment Fee Shares Securities in accordance with the terms hereof and thereof. The ; (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the SharesPreferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants) have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement and stockholders; (iii) the other Transaction Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute Company; (or, when duly executed and delivered, will beiv) the legal, Transaction Documents constitute the valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies; and except as rights (v) prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” meansthe Closing Date, collectively, this Agreement and each the Certificate of Designations will have been filed with the Secretary of State of the other instruments entered into or delivered by any State of Delaware and will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby and thereby, as may be amended from time to timeits terms.

Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the other Transaction Documents Warrants, to which issue, sell and perform its obligations with respect to the Company is a party and to issue the Shares Preferred Stock and the Commitment Fee Shares Warrants in accordance with the terms hereof hereof, the Certificate of Designation and thereof. The the Warrants, as applicable, and to issue the Conversion Shares and the Warrant Shares upon conversion of the Preferred Stock and the exercise of the Warrants, respectively, in accordance with the Certificate of Designation and the Warrants, respectively, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants by the Company of this Agreement and such other Transaction Documents, and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Shares) Preferred Stock and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designation and the Warrant Shares upon exercise of the Warrants have been or (with respect to consummation) will be duly authorized by the Company’s board 's Board of directors or other governing body Directors and no further consent or authorization will be is required by the Company, its board Board of directors Directors or its shareholders. This Agreement , (iii) this Agreement, the Registration Rights Agreement, the certificates for the Preferred Stock and the other Transaction Documents to which it is a party Warrants have been (or, when executed and delivered, will be) duly executed and delivered by the Company andCompany, assuming (iv) this Agreement, the execution Registration Rights Agreement, the certificates for the Preferred Stock and delivery thereof and acceptance by the Investor, Warrants constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies, and except as rights (v) prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” meansthe Closing Date, collectively, this Agreement and each the Certificate of Designation will have been filed with the Secretary of State of the other instruments entered into or delivered by any State of Missouri and will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby and thereby, as may be amended from time to timeits terms.