Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Other Securities Purchase Agreements, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and the Other Securities Purchase Agreements (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Investor Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Membership Interests and the Warrants and the reservation for issuance and the issuance of the Purchase Shares Warrant Interests issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (ia) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements to be entered into by the parties Parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have has been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms. (b) Sellers have all requisite power, except as such enforceability may authority and legal capacity to execute and deliver this Agreement and all other Transaction Documents to which Sellers are a party and to perform the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Sellers and constitutes a valid and binding obligation of the Seller, enforceable against Sellers in accordance with its terms. At Closing, all other Transaction Documents to be limited executed and delivered by general principles Sellers shall have been duly executed and delivered by Seller. All other Transaction Documents executed and delivered by Sellers shall constitute valid and binding obligations of equity or applicable bankruptcySeller, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remediesenforceable against Sellers in accordance with their terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) New Indenture, the New Notes, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”), and to issue the Securities New Notes, and to consummate the exchange of the Convertible Notes for the New Notes, in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementNew Notes, have been duly authorized by the Company's ’s Board of Directors and (other than any securities registration exemption filing that may be required under United States federal or state securities laws) no further consent filing, consent, or authorization is required by the Company, its Board of Directors Directors, or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitutevalid, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Security Agreement, the Notes, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Units, the Notes, the Warrants, and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreementshares (the “Underlying Shares”) upon conversion of the Notes and exercise of the Warrants, have been duly authorized by the Company's Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in delivered pursuant to Section 6(a4.4(a) hereof) , the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Shares, the Warrant, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Acquired Shares issuable under this Agreementand Warrant, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and Convertible Debentures, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Convertible Debentures), have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) below), the Registration Rights Amendment, the Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, was recommended to the Company’s Board of Directors by the Special Committee and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors (other than the directors that were duly appointed by Buyer or its affiliates, each of whom abstained from participating in the consideration of the terms and conditions of the Transaction Documents in their capacities as directors,) and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Notes have been duly authorized by the Company's ’s Board of Directors and other than as set forth in Section 3(e), no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Shares) have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitutewill constitute the legal, the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application or insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, (ii) to the Company’s Knowledge, between or among any of the Company’s stockholders.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Shares) have been duly authorized by all necessary corporate action on the Company's Board part of Directors the Company and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitute, will constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application. Except as set forth on Schedule 3.1(c) hereto, there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. (iThe Seller(s) The and the Company has have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Documents in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Seller(s) and the Company, and the consummation by it the Seller(s) and the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized consented to by the Company's Board ’s board of Directors directors or other governing body, as applicable, and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company Seller(s) and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constituteand constitutes the legal, the valid and binding obligations of the Company Seller(s) and Company, enforceable against the Company each in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement 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; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Security Agreement, the Stock Pledge Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Note, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Note in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementNote, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Preferred Shares and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and Company, (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementCommon Shares, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementOrdinary Shares), have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and Convertible Debentures, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Convertible Debentures), have been duly authorized by the Company's Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company Purchaser has the requisite corporate or partnership power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. Purchaser’s execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by all necessary corporate or partnership action on the Company's Board part of Directors the Purchaser, and no further consent corporate or authorization partnership action is required by the Company, its Board of Directors Purchaser or its shareholders, governing body in connection therewith other than as set forth in Schedule 3.2(b). Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company Purchaser and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitutewill constitute the legal, the valid and binding obligations obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with their its terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Investor Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Membership Interests and the Warrants and the reservation for issuance and the issuance of the Purchase Shares Warrant Interests issuable under this Agreement, upon conversion of the Warrant have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Debenture, 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"), Warrant and to issue the Securities shares of Warrant Stock in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance grant of the Commitment Shares Warrant and the reservation for issuance of the shares of Common Stock, $.001 par value per share (the “Common Stock”), underlying the Warrant (the “Warrant Stock”) and the issuance thereof upon exercise of the Purchase Shares issuable under this AgreementWarrant in accordance with the provisions thereof, have been duly authorized by the Company's Board ’s board of Directors directors and no further consent filing, consent, or authorization is required by the Company, its Board board of Directors directors, or its shareholdersstockholders or other governmental body. This Agreement, (iii) this Agreement has beenthe Debenture, and the Warrant have each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf constitutes the legal, valid, and binding obligation of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the other Transaction Documents and, subject to the Registration Rights Agreement Reverse Split and NASDAQ Approval (as defined in Section 6(a) hereof) 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"such terms are hereinafter defined), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Note, the Reverse Split and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Note and the Interest Shares issuable in accordance with the terms of the Note upon effectiveness of the Reverse Split) have been duly authorized by the Company's Board ’s board of Directors directors (the “Signing Resolutions”), and, except for (i) the filing of a Certificate of Amendment with the proper authorities in the M▇▇▇▇▇▇▇ Islands to effectuate the Reverse Split, (ii) taking all necessary actions and making such necessary filings to have the Reverse Split effective with The NASDAQ Stock Market and (iii) receipt of NASDAQ Approval, no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders. The Signing Resolutions are valid, (iii) this Agreement in full force and effect and have not been modified or supplemented in any respect. The Company has been, delivered to the Investor a true and each other Transaction Document shall be on correct copy of the Commencement Date, duly Signing Resolutions executed and delivered by all of the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf members of the Company, shall constitute, the valid and binding obligations ’s Board of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remediesDirectors.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Note, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) Article V), and each of the other agreements entered into by the parties hereto Company in connection with the transactions contemplated by this Agreement (collectivelycollectively with the Security Agreement, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, of the Transaction Documents to which it is a party; (ii) the execution and delivery of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebyby the Transaction Documents to which the Company is a party, including including, without limitation, the issuance of the Commitment Shares Note and each of the Warrants, and the reservation for issuance of the Exchange Shares and the issuance of the Purchase Warrant Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; (iii) this Agreement has been, and each other the Transaction Document shall be on Documents to which the Commencement Date, Company is a party have been duly executed and delivered by the Company Company; and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of Documents to which the Company, shall constitute, Company is a party constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements to be entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement (as defined in Section 6(a) hereof) Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Series A Stock and the Warrants, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Series A Stock and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementSecurities, have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this except for post-closing filings relating to the Securities, or notifications required to be made under federal or state securities laws. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of shall constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Common Shares and Warrant and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents")Documents to which it is a party, and subject to receipt of the Requisite Stockholder Approval, to issue the Securities Shares and Warrants in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under Warrants pursuant to this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its the Board of Directors or its shareholdersstockholders other than the Requisite Stockholder Approval, (iii) this Agreement has been, been and each of the other Transaction Document Documents shall be on the Commencement Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution and delivery on behalf of the Company, Company shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), the Convertible Notes, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents and the Convertible Notes by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares Convertible Notes and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Guaranty to which it is a party and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement to which the Company is a party (such documents, and together with the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions, the Subordination Agreement (as defined in Section 7(l) below), and each of the other agreements to be entered into in connection with the transactions contemplated by this Agreement, collectively, the "“Transaction Documents"”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by to which the Company is a party and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on Documents to which the Commencement Date, Company is a party have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company Borrower has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Notes, the Security Agreement, the Warrants and each of the other agreements agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company Borrower have been duly authorized by Borrower’s board of directors (or other governing body) and the consummation by it the Borrower of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and Warrants by the issuance of the Purchase Shares issuable under this AgreementBorrower, have been duly authorized by the Company's Board Borrower’s board of Directors directors (or other governing body), and other than filings with “Blue Sky” authorities as required therein, no further consent filing, consent, or authorization is required by the CompanyBorrower, its Board board of Directors directors (or other governing body) or its shareholdersstockholders, (iii) this except for such as have been obtained. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesBorrower, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Borrower, enforceable against the Company Borrower in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Note in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Note) have been duly authorized by the Company's Board ’s board of Directors directors, and (other than the filing of a Form D under Regulation D of the 1933 Act and the 8-K Filing) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents to which it is a party have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Note, 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; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Debentures in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementDebentures), have been duly authorized by the Company's Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall be on Documents to which the Commencement DateCompany is a party will be, prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. "Transaction Documents" means, collectively, this Agreement, the Debentures, the Global Guaranty, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementOrdinary Shares), have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Ordinary Shares, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, thereby (including without limitation, the issuance of the Commitment Preferred Shares and issuance of the reservation for issuance Conversion Shares issuable upon conversion of the Preferred Shares, and the issuance of the Purchase Warrants and issuance of the Warrant Shares issuable under this Agreement, upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors (the “Company Board”) and (other than any filings as may be required by applicable federal and state securities laws and other than the Stockholder Approval), no further filing, consent or authorization is required by the Company, its the Company Board of Directors or its shareholders, (iii) this the Company’s stockholders. This Agreement has been, and each the other Transaction Document shall Documents to be delivered on or prior to the Commencement DateInitial Closing and the Closing, as the case may be, will be at or prior to the Initial Closing or the Closing, as the case may be, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its such execution on behalf of will constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remediesBankruptcy Exceptions.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and Convertible Debentures, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Convertible Debentures), have been duly authorized by the Company's Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Debentures, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and Convertible Notes, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Convertible Notes, have has been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Additional Investment Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Additional Investment Rights and the reservation for issuance and the issuance of the Purchase Additional Investment Right Shares issuable under this Agreement, upon exercise thereof have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Equity Purchase Agreements, the Registration Rights Agreement Agreements (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Equity Purchase Agreements, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Dateat its respective Closing, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon shall constitute as of its execution on behalf of the Company, shall constituterespective Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in delivered pursuant to Section 6(a4.4(b) hereof) , the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Shares, the Warrant, the Conversion Shares and the Warrant Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Acquired Shares issuable under this Agreementand Warrant, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementSecurities), have been duly authorized by the Company's Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on the Commencement Dateprior to each Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement (including the exhibits attached hereto) and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Notes, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes, and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors and (other than the filing of a Form D with the SEC and other filings as may be required by state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company 1Look has the requisite corporate company power and authority to enter into execute and deliver this Agreement, the Shareholders Agreement and any other Transaction Documents to which it is a party and perform its obligations under this Agreement, the Registration Rights Shareholders Agreement (as defined in Section 6(a) hereof) and each of the such other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Documents in accordance with the terms hereof and thereof. The execution, (ii) delivery and performance of this Agreement, the execution Shareholders Agreement and delivery of the any other Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby have been duly and validly authorized by all requisite corporate action by 1Look and no other filing, including without limitation, consent or authorization on the issuance part of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under 1Look is necessary to authorize or approve this Agreement, the Shareholders Agreement or any other Transaction Documents to which it is a party or to consummate the transactions contemplated hereby or thereby. This Agreement, the Shareholders Agreement and any other Transaction Documents to which it is a party have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall will be on the Commencement Date, duly executed and delivered by 1Look, and, assuming the Company due authorization, execution and (iv) this Agreement constitutesdelivery by the Purchaser, and each other Transaction Document upon its execution on behalf of the Companyconstitutes a legal, shall constitute, the valid and binding obligations obligation of the Company 1Look, enforceable against the Company 1Look in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, subject to the enforcement of creditors' rights Bankruptcy and remediesEquity Exception.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board ’s board of Directors directors and (other than the Nasdaq Capital Market authorization of the additional listing of the shares of Common Stock issuable under this Agreement, and any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)), no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body of the Company. This Agreement has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitutes the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (ia) The Company D-Wave has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (iib) the execution and delivery of the Transaction Documents by the Company D-Wave and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized by the Company's D-Wave’s Board of Directors and no further consent or authorization is required by the CompanyD-Wave, its Board of Directors or its shareholdersstockholders (except as provided in this Agreement), (iiic) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company D-Wave and (ivd) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the CompanyD-Wave, shall constitute, the valid and binding obligations of the Company D-Wave enforceable against the Company D-Wave in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of D-Wave’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and D-Wave’s organizational documents and bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration New Investor Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Security Agreement, the Stock Pledge Agreement, the Debenture, and the Warrants, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementDebenture and the Warrants, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration, or (iii) as may be subject to the provisions of Section 7.15(a) hereof.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Common Shares, the issuance of the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its 's Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Note, the Warrant, the Registration Rights Agreement Agreement, its obligations pursuant to the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) Article 5), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation, limitation the issuance of the Commitment Shares Note and the Warrant, and the reservation for issuance and the issuance of the Purchase Exchange Shares and the Warrant Shares issuable under this Agreementupon exchange or exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company; and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and the Certificate of Designations and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Conversion Shares and Warrant Shares issuable under this Agreementupon conversion or exercise thereof, respectively, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) prior to the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Nevada and will be in full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in delivered pursuant to Section 6(a4.4(a) hereof) , and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Shares and Conversion Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementAcquired Shares, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements to be entered into by the parties hereto in connection with on the transactions contemplated by Commencement Date and attached hereto as exhibits to this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance issuance, sale and delivery of the Commitment Shares Securities and the reservation for issuance and the subsequent issuance of the Purchase Conversion Shares issuable under this Agreement, upon exercise of the Note) have been duly authorized by all necessary corporate action on the part of the Company's Board , and, other than the approval by the Company’s stockholders of Directors and the Stockholder Proposal, no further consent or authorization corporate action is required by the Company, its the Board of Directors or its shareholders, (iii) stockholders in connection herewith and therewith. Each of this Agreement and the Transaction Documents to which the Company is a party has been (or upon delivery will have been, ) duly and each other Transaction Document shall be on the Commencement Date, duly validly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Company, shall terms hereof will constitute, the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application. The Board of Directors has resolved that the transactions contemplated by this Agreement and the Transaction Documents are in the best interests of stockholders of the Company.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents this Agreement by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have has been duly authorized by the Company's Board ’s board of Directors directors and (other than (i) the filing with the SEC of (A) one or more Registration Statements and (B) the 8-K Filing (as defined below), (E) any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each other Transaction Document shall will be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf constitutes the legal, valid and binding obligation of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Warrants and each of the other agreements entered into by the parties on the Closing Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents")Agreement, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Fee Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties on the Closing Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "Transaction Documents"), and and, subject to stockholder approval of the Reverse Split, to issue the Acquired Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Purchased Shares issuable under this AgreementAgreement and the shares of Common Stock issuable upon exercise of the Ancillary Warrant, have been duly authorized by the Company's Board of Directors subject to and no further consent or authorization is required by effective upon stockholder approval of the Company, its Board of Directors or its shareholders, Reverse Split (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Registration Rights Agreement Agreements, the Pledge and Security Agreements (each as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Debentures and the Commitment Shares and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Debentures, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Dateat its respective Closing, duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other Transaction Document upon shall constitute as of its execution on behalf of the Company, shall constituterespective Closing, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and Shares) have been, or will be prior to the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementClosing, have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitutewill, constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application or insofar as indemnification and contribution provisions may be limited by applicable Legal Requirements. Except for the Investor Agreements, there are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the Additional Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except as set forth in this Agreement, and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Notes, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreement, upon conversion of the Notes have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined delivered pursuant to Section 4.4(f) hereof, the Escrow Agreement, the documents identified in Section 6(a) 1.4 hereof) , and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities Acquired Notes and the Conversion Shares in accordance with the terms hereof and thereof, (ii) the hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementAcquired Notes, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (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 (as defined in Section 6(a) hereof) Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and Warrants, the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of shall constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (iThe Seller(s) The Company has and the Corporation have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Documents in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Seller(s) and the Corporation, and the consummation by it the Seller(s) and the Corporation of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, thereby have been duly authorized consented to by the Company's Board Corporation’s board of Directors directors or other governing body, as applicable, and no further filing, consent or authorization is required by the CompanyCorporation, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company Seller(s) and (iv) this Agreement constitutesthe Corporation, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Seller(s) and Corporation, enforceable against the Company each in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement 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; Validity. (i) The Company Subscriber has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities Documents in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company Subscriber and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board Subscriber’s board of Directors directors and no further consent or authorization is required by the CompanySubscriber, its Board board of Directors directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Effective Date, duly executed and delivered by the Company Subscriber and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the CompanySubscriber, shall constitute, the valid and binding obligations of the Company Subscriber enforceable against the Company Subscriber in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. No other approvals or consents of the Subscriber’s board of directors, any authorized committee thereof, and/or shareholders is necessary under applicable laws and the Subscriber’s Articles of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrant have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and Convertible Debentures, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Convertible Debentures), have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, and the Irrevocable Transfer Agent Instructions.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Purchase Shares and the issuance of the Warrants and the reservation for issuance and issuance of the issuance Conversion Shares upon conversion of the Purchase Shares and issuance of the Warrant Shares issuable under this Agreement, upon exercise of the Warrants) have been (i) duly authorized by the Company's Board ’s board of Directors directors and (ii) no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, stockholders or other governing body of the Company (iii) this other than the filing of one or more Registration Statements and a Form D with the SEC and any other filings as may be required by any state securities agencies). This Agreement has been, and each the other Transaction Document shall Documents will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Purchased Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. Except as contemplated herein: (i) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) September 2008 Warrants, and the Amendments, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement Transaction (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and September 2008 Warrants, the reservation for issuance and the issuance of the Purchase September 2008 Warrant Shares issuable under this Agreement, upon conversion of the September 2008 Warrants have been duly authorized by the Company's ’s Board of Directors and and, except as set forth in Section 5(c), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; and (iii) this Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrant, have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf with the exception of the CompanyPlacement Agency Agreement, shall constituteas to which the Company is expressing no view) constitute the legal, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability rights to indemnification hereunder or under the Registration Rights Agreement may be limited by general principles of equity applicable law and except as the enforcement hereof or applicable thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or other similar laws relating to, to or affecting generally, the enforcement of creditors' rights and remediesremedies of creditors or by general equitable principles.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Instructions (as defined in Section 6(a) hereof) 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersstockholders, (iii) this Agreement has been, and each other the Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company Company, and (iv) this Agreement constitutes, and each other the Transaction Document upon its execution on behalf of the Company, shall constitute, Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Notes in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementNotes), have been duly authorized by the Company's Board ’s board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this stockholders or other governmental body. This Agreement has been, and each the other Transaction Document shall be on Documents to which the Commencement DateCompany is a party will be, prior to the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the SEPA, the Guaranty Agreement (if applicable), and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), ) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementCommon Shares, have been duly authorized by the Company's Board board of Directors directors (the "BOARD OF DIRECTORS") and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Buyer Lock-Up Agreement, the Executive Lock-Up Agreements (as defined in Section 6(a) hereof7(a)(iv)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Initial Purchased Common Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any United States state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion, issuance or exercise thereof, as the case may be, have been duly authorized by the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies, and except that any rights to indemnity or contribution under the Transaction Documents may be limited by federal and state securities laws and public policy considerations.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Agreement, the Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, limitation the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other stockholders. The Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement June Warrants (collectively, the "“Transaction Documents"), ”) and to issue the Securities Exercised Warrant Shares and the shares of Common Stock issuable upon the exercise of such June Warrants (the “June Warrant Shares”) in accordance with the terms hereof of the January Warrants and thereofthe June Warrants, (ii) the as applicable, and hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Exercised Warrant Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementJune Warrant Shares, have been duly authorized by the Company's ’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement stockholders. Each of the Transaction Documents has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into into, and perform its obligations under under, this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents")Documents to which it is a party, and to issue the Securities Purchased Shares in accordance with the terms hereof and thereofthereof as applicable, subject to the receipt of the affirmative vote of the holders of a majority of the votes cast at the Company Stockholders Meeting (iias defined in the Accelmed SPA) (the "Company Stockholder Approval"). The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board and, other than the filing with the SEC of Directors one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies, no further filing, consent or authorization is required by the Company, its the Board of Directors or its shareholdersstockholders or other governing body, (iii) this other than the Company Stockholder Approval. This Agreement has been, and each the other Transaction Document shall be on Documents to which the Commencement DateCompany is a party will be, upon delivery at the Closing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes, or when delivered in accordance with the Company, shall terms hereof will constitute, the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.the

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the pricing committee of the Company's ’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholdersDirectors, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties on the Commencement Date and attached hereto in connection with the transactions contemplated by as exhibits to this Agreement (collectively, the "“Transaction Documents"”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Commitment Shares issuable under this Agreement, have been duly authorized by the Company's ’s Board of Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws, and no do not require further consent consent, approval or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' ’ rights and remedies. The Board of Directors of the Company or duly authorized committee thereof has approved and authorized this Agreement and the transactions contemplated hereby.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Shares) have been duly authorized by the Company's Board ’s board of Directors and directors, and, except for the Court Order, no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents will be on prior to the Commencement Dateconsummation of the transactions contemplated hereby, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies. “Transaction Documents” means, collectively, this Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company Each of Velocity and the Velocity Subs has the requisite corporate corporate, limited liability company, limited partnership or other organizational power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Purchase Agreement, the Marquis Secured Note (as defined in Section 6(a) hereofamended hereby) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement by Velocity and the Transaction Documents by the Company Velocity Subs and the consummation by it of the transactions contemplated hereby hereby, by the Marquis Secured Note (as amended hereby) and thereby, including without limitation, by the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, other Transaction Documents have been duly authorized by the Company's Board respective boards of Directors directors, managers, members or general partners of Velocity and the Velocity Subs, as applicable, and no further consent or authorization is required by Velocity, the CompanyVelocity Subs or any of their respective boards of directors, its Board of Directors managers, members, general partners or its shareholders, (iii) this . This Agreement has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by Velocity and each of the Company and (iv) this Agreement constitutesVelocity Subs, and each of this Agreement, the Purchase Agreement, the Marquis Secured Note (as amended hereby) and the other Transaction Document upon its execution on behalf of the Company, shall constitute, the Documents constitutes a valid and binding obligations obligation of each of Velocity and the Company Velocity Subs (as applicable), enforceable against each of Velocity and the Company Velocity Subs (as applicable) in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”) and no further consent filing, consent, or authorization is required by the Company, its the Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5.2), the B Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction DocumentsTRANSACTION DOCUMENTS")) and, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Purchased Shares and the B Warrant, and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise thereof, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies, or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The the Company has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, ; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and the Warrants, the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors and and, except as set forth in Section 3(f), no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, stockholders; and (iii) this Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been (or upon delivery will have been) duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) Warrants, the 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"), ) and to issue the Securities in accordance with the terms hereof and thereof, subject to the approval of the American Stock Exchange (iithe “Principal Market”) to permit the Securities to be issued in compliance with applicable rules of the Principal Market. The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreement, upon exercise of the Warrants have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"”), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company's Board board of Directors directors of the Company (the “Board”), and no further consent or authorization is required by the Company, its the Board of Directors or its shareholdersstockholders. All actions by the Board, the Company and its stockholders necessary for the valid issuance of all shares upon conversion of the Debenture (iiithe “Debenture Shares”) this and all shares upon the exercise of the Warrants (the “Warrant Shares”) pursuant to the terms of the Debentures and the Warrants, respectively, has been taken. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies or (ii) as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy consideration.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement (as defined in Section 6(a) hereof) 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 DocumentsTRANSACTION DOCUMENTS"), ) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares and Notes, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Notes, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's Board of Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) . Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Purchase Warrants and the reservation for issuance and issuance of the Warrant Shares issuable under this Agreement, upon exercise of the Warrants) have been duly authorized by the Company's Board ’s board of Directors directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of Directors directors or its shareholders, (iii) this their stockholders or other governing body. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.Transaction

Authorization; Enforcement; Validity. (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 Agreement, the irrevocable transfer agent instructions (as defined described in Section 6(a) hereof) 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Common Shares and the Warrants and the reservation for issuance and the issuance of the Purchase Warrant Shares issuable under this Agreementupon exercise of the Warrants, have been duly authorized by the Company's ’s Board of Directors (the “Board”), and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementSecurities), have been duly authorized by the Company's Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this shareholders or other governmental body. This Agreement has been, and each the other Transaction Document shall Documents to which the Company is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement (including the exhibits attached hereto), the Warrants, if applicable, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Purchase Agreement (as defined in Section 6(a) hereofamended hereby) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents this Agreement by the Company and the Subsidiaries and the consummation by it of the transactions contemplated hereby and therebyhereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of by the Purchase Shares issuable under this Agreement, Agreement (as amended hereby) and by the other Transaction Documents have been duly authorized by the Company's Board respective boards of Directors directors of the Company and the Subsidiaries, and no further consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its shareholders, (iii) this . This Agreement has been, and each other Transaction Document shall be on the Commencement Date, been duly executed and delivered by the Company and (iv) this Agreement constituteseach of the Subsidiaries, and each of this Agreement, the Purchase Agreement (as amended hereby) and the other Transaction Document upon its execution on behalf of the Company, shall constitute, the Documents constitutes a valid and binding obligations obligation of each of the Company and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by this Agreement (collectively, each of the "Transaction Documents"), Documents to which it is a party and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereof, (ii) the thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and therebythereby (including, including without limitationbut not limited to, the issuance sale and delivery of the Commitment Shares and Shares) have been, or will be prior to the reservation for issuance and the issuance of the Purchase Shares issuable under this AgreementClosing, have been duly authorized by all necessary corporate action on the part of the Company's Board of Directors , and no further consent or authorization corporate action is required by the Company, its Board of Directors or its shareholders, stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which it is a party has been (iiior upon delivery will have been) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutesis, and each other Transaction Document upon its execution on behalf of or when delivered in accordance with the Companyterms hereof, shall constitutewill, constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of of, creditors' ’ rights and remediesremedies or by other equitable principles of general application or insofar as indemnification and contribution provisions may be limited by applicable Legal Requirements. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement (as defined in Section 6(a) hereof) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, Securities) have been duly authorized by the Company's Board ’s board of Directors directors or other governing body and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, (iii) this . This Agreement has been, and each the other Transaction Document shall be on the Commencement DateDocuments to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and constitutes (ivor, when duly executed and delivered, will be) this Agreement constitutesthe legal, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement and the Registration Rights 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; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement Notes, the Indenture, the Irrevocable Transfer Agent Instructions (as defined in Section 6(a) hereof) 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "“Transaction Documents"), ”) and to issue the Securities in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment Shares Notes and the Warrants, the reservation for issuance and the issuance of the Purchase Conversion Shares issuable under this Agreementupon conversion of the Notes, the reservation for issuance and the issuance of the Interest Shares in accordance with the terms of the Indenture and the Notes and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's ’s Board of Directors Directors, and no further consent filing, consent, or authorization is required by the Company, its ’s Board of Directors or its shareholders, (iii) this stockholders. This Agreement has been, and each the other Transaction Document shall be on the Commencement Date, Documents of even date herewith have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Companylegal, shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.