Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 or other governing body 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 of directors or its stockholders or other governing body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Preferred Shares, in accordance with the terms hereof and, subject to the Shareholder Approval, to issue the Underlying Shares in accordance with the terms of the Series B Certificate of Determination and thereofSeries C Certificate of Determination. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholders agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of consummate the transactions contemplated hereby and thereby (including, without limitation, the issuance by each of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 or other governing body 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 of directors or its stockholders or other governing body. This Agreement and the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its stockholders in connection therewith, other than in connection with the Required Approvals to be obtained, made, filed or given by the Company after the Closing as contemplated by the Transaction Documents. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept as disclosed in the SEC Reports, collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and the Subscription Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities Common Shares in accordance with the terms hereof and thereofto issue the shares of Common Stock in accordance with the terms of the Subscription Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the other Transaction Documents by the Company, Subscription Agreements and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Common Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsCommon Stock) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement Each of the Transaction Documents and the other Transaction Documents to which it is a party Subscription Agreements has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and otherwise to issue the Securities in accordance with the terms hereof carry out its obligations hereunder and thereofthereunder. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, (i) the sale and delivery of the Initial Securities, (ii) the issuance of the Notes and the reservation for issuance and issuance of the Note Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to Securities in accordance with the terms of the Rho Notes and (iii) the issuance of the Warrants and Warrant Conversion Securities in accordance with the reservation for issuance and issuance of the Warrant Shares issuable upon exercise terms of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with (x) the Stockholder Approval and (y) any amendment to the Company’s certificate of incorporation (as amended or other governing body. This Agreement restated from time to time) as may be necessary to increase the number of shares of Common Stock authorized thereunder so as to enable the Company to issue Note Conversion Securities in connection with any Subsequent Round of Financing (as defined in the Rho Notes) and the other approval by the Company’s stockholders of any such amendment (a “Charter Amendment”). Each of the Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Common Shares in accordance with the terms hereof and thereofof the Transaction Documents. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsCommon Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies or by equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no stockholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s Common Stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has and its Subsidiaries have the requisite power and authority to enter into and perform its their obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofAgreement. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (includinghas, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms extent required by applicable law or the charter documents of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have such Person, been duly authorized by the Company’s board of directors, each Subsidiary’s board of directors or other governing body 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 Subsidiaries, their board of directors or its stockholders their shareholders or other governing body. This Agreement and the other Transaction Documents to which it is a party have has been duly executed and delivered by the Company and each of its Subsidiaries and constitutes the legal, valid and binding obligations of the CompanyCompany and it Subsidiaries, enforceable against the Company and its Subsidiaries 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 as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Existing Securities Purchase Agreement, the Notes, the Warrants, the Security Documents, the Guarantees, the Subordination Agreement, the Registration Rights Agreement, the Lock-Up Voting Agreements, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 Board of directors or other governing body Directors and (other than (i) the filing with the SEC and applicable state securities commissions of Form D and related filings and (ii) the filing with the SEC of one or more Registration Statements and amendments thereto 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 consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has full right and the requisite corporate power and authority to enter into this Agreement and perform to consummate the transactions contemplated by this Agreement and the Offering Circular, including, without limitation, the offer and sale of the Shares, whether before or subsequent to the date of this Agreement, and to otherwise to carry out its obligations under this Agreement and under the other Transaction Documents and Offering Circular, including, without limitation, to issue issue, whether before or subsequent to the Securities date of this Agreement, the Shares in accordance with the terms hereof and thereof. The execution and Company’s delivery of this Agreement and the other Transaction Documents by the Company, Offering Circular and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals described in Section 2(g) of this Agreement, if any. This Agreement and the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except the discretion of the court before which any proceeding may be brought; and (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law, including but not limited to federal, state or state other securities lawlaws, or the public policy underlying such laws. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting 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. For purposes of this Agreement, “knowledge” of the NotesCompany means the actual knowledge of the Company’s Chief Executive Officer and President; Senior Vice President/Chief Financial Officer, Treasurer and Corporate Secretary; and Executive Vice President/Chief Operating Officer after their reasonable investigation into the subject matter at issue (collectively, the Warrants“Officers”). This Agreement has been duly and validly authorized, executed and delivered by the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) Company and each is a valid and binding obligation 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 timeCompany.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 or other governing body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements Nasdaq Capital Market authorization of the Registration Rights additional listing of the shares of Common Stock issuable under this Agreement, a Form D with the SEC Required Stockholder Approval (as defined herein) and any other filings as may be required by any state securities agencies) agencies (collectively, the “Required Approvals”)), no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing bodybody of the Company. This Agreement has been, and the other Transaction Documents will be prior to which it is a party have been the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) Notes 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. 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, the Escrow Agreement (as defined below), the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 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 Documents") and subject to obtaining the Stockholder Approval (as defined below) to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and Notes, the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) , and the granting of a security interest in the Collateral (as defined in the Security Documents), subject to obtaining the Stockholder Approval, have been duly authorized by the Company’s board 's Board of directors or other governing body 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, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filingconsent, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodythan obtaining the Stockholder Approval. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Common Shares in accordance with the terms hereof and thereofthe Underlying Shares in accordance with the Articles of Incorporation. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Common Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept as disclosed in Schedule 3.2(c), collectivelythere are no shareholder agreements, this Agreementvoting agreements, voting trust agreements or similar agreements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite real estate investment trust power and authority to enter into and perform its obligations under to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The Seller has the requisite partnership power and authority to enter into and to issue consummate the Securities in accordance with transactions contemplated by this Agreement and each of the terms hereof other Transaction Documents to which it is a party and thereofotherwise to carry out its obligations hereunder and thereunder. The Each of the Company’s and the Seller’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to OP Units in accordance with the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrantshereof) have been duly authorized by the Company’s board of directors or other governing body all necessary action 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 action is required by the Seller, the Company, its board Board of directors Trustees or its stockholders shareholders in connection herewith or therewith other governing bodythan in connection with the Required Approvals (as defined below). This Agreement and each of the other Transaction Documents to which it is a party have been (or upon delivery will have been) duly executed and delivered by each of the Company and constitutes the Seller and are, or when delivered in accordance with the terms hereof and thereof will constitute, the legal, valid and binding obligations obligation of the CompanyCompany and the Seller, as applicable, enforceable against the Company and the Seller, as applicable, in accordance with their respective its terms, except (1) 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 applicable of, creditors’ rights and remedies or by other equitable principles of general application, (2) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (3) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timepublic policy.

Authorization; Enforcement; Validity. The Company To the extent such Buyer is a corporation, partnership, limited liability company or other entity, such Buyer is a validly existing corporation, partnership, limited liability company or other entity and has the requisite corporate, partnership, limited liability or other organizational power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue purchase the Securities pursuant to this Agreement. To the extent such Buyer is an individual, such Buyer has the legal capacity to purchase the Securities pursuant to this Agreement. This Agreement has been duly and validly authorized (as applicable), executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer, enforceable against such Buyer in accordance with the terms hereof its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and thereofgeneral principles of equity. The execution Registration Rights Agreement has been duly and delivery validly authorized (as applicable), and, when executed and delivered on behalf of this Agreement such Buyer, will be a valid and the other Transaction Documents binding agreement of such Buyer, enforceable against such Buyer in accordance with its terms, except as may be limited by the Companybankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and the consummation general principles of equity. The agreements entered into and documents executed by the Company of such Buyer in connection with the transactions contemplated hereby and thereby (including, without limitation, the issuance as of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Closing will have been duly and validly authorized by the Company’s board of directors or other governing body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreementas applicable), 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 of directors or its stockholders or other governing body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by on behalf of such Buyer as of the Company Closing, and constitutes the legal, will be valid and binding obligations agreements of the Company, such Buyer enforceable against the Company such Buyer 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 fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each general principles 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 timeequity.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions 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 execute and file the Certificate of Designations, and, with respect of the Preferred Shares to be issued at the Second Closing, after receipt of the NASDAQ Stockholder Approval, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the execution and filing of the Certificate of Designations by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and the reservation for issuance and the issuance of the all Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Preferred Shares, have been duly authorized by the Company’s board Board of directors or other governing body 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, 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 Board of directors Directors or its stockholders or other governing bodystockholders, except the NASDAQ Stockholder Approval, which shall be obtained prior to the Second Closing. This Agreement and the other The Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability that any rights to indemnity or contribution under the Registration Rights Agreement may be limited subject to limitation by public policy under federal securities laws, subject as to enforceability to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except remedies. The Certificate of Designations will be filed as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, promptly as practicable with the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any will be in full force and effect as of the parties hereto Initial Closing Date, enforceable against the Company in connection accordance with its terms. Neither the transactions contemplated hereby and thereby, as may be Certificate of Incorporation nor the Certificate of Designations shall have been amended from time prior to timeany Closing Date.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Preferred Shares in accordance with the terms hereof and thereofand, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept for Material Contracts, collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes Note and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes Note and the reservation for issuance and issuance of any Interest Shares issuable pursuant to in accordance with the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsNote) have been duly authorized by the Company’s board of directors or other governing body 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, 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 of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to which it is a party have been the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawlaw 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. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up AgreementsNote, 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. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Preferred Shares in accordance with the terms hereof and thereofand, subject to the Stockholder Approvals, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept for Material Contracts, collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and the subsequent issuance of the Warrant Shares issuable upon exercise of the WarrantsWarrants and the Underlying Shares upon conversion of the Preferred Stock) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement The Company covenants and agrees to seek the other Requisite Stockholder Approval as soon as reasonably practicable after the Initial Closing Date and to recommend approval of such resolution. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Notes, the Warrants, the Security Agreement and each of the other Transaction Documents 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon conversion or exercise of the Warrants) thereof, have been duly authorized by the Company’s board 's Board of directors or other governing body 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, 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 Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party dated of even date herewith have been duly executed and delivered by the Company and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. As of the Closing, the Transaction Documents dated after the date hereof shall have been duly executed and delivered by the Company and shall constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as rights to indemnification and to contribution such enforceability may be limited by federal applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or state securities law. “Transaction Documents” meanssimilar laws relating to, collectively, this Agreementor affecting generally, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of creditors' rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Certificate of Designation for the Series D Preferred Stock, and 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant, have been duly authorized by the Company’s board of directors or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s 's board of directors or other governing body and (other than the filing “Board of Directors”), do not conflict with the SEC Company’s Certificate of one or more Registration Statements Incorporation, as amended and as in accordance with effect on the requirements date hereof, including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Registration Rights AgreementCompany (the “Certificate of Incorporation”) or Bylaws, a Form D with as amended and as in effect on the SEC date hereof (the “Bylaws”) 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 Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Shares and the reservation for issuance and the subsequent issuance of the Conversion Shares issuable shares of Series A-2 Preferred Stock upon conversion of the Notes Shares and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Preferred Warrant Shares issuable upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Amended and Restated Certificate of Designation for the Series D Preferred Stock, as amended, the Warrant, the Security Agreement, 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant, have been duly authorized by the Company’s board of directors or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Securities pursuant to this Agreement and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrantsother Transaction Documents) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors directors, or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid valid, and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) 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, generally the enforcement of applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofthe shares of Class A Common Stock in accordance with the terms of the Additional Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the other Transaction Documents by the Company, Additional Agreements and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Shares hereunder and the reservation for issuance sale and issuance delivery of shares of Class A Common Stock under the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsAdditional Agreements) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities lawpublic policy. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementvoting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the 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 Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Common Shares and the Warrant and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant have been duly authorized by the Company’s board 's Board of directors or other governing body 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, 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 Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors directors, or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will (assuming due authorization, execution, and delivery thereof by the other parties thereto) constitute the legal, valid valid, and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) 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, generally the enforcement of applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Preferred Shares, including the Additional Patriot Shares, in accordance with the terms hereof and thereofand, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Certificate of Determination. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept for Material Contracts, collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company's execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will (assuming due authorization, execution, and delivery thereof by the other parties thereto) constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ ' rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementvoting trust agreements or similar agreements with respect to the Company's capital stock to which the Company is a party or, to the NotesCompany's Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany's shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes Convertible Debentures and the issuance of the Warrants and Warrants, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) thereof), have been duly authorized by the Company’s board of directors or other governing body 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 of directors or its stockholders shareholders or other governing governmental body. This Agreement has been, and the other Transaction Documents to which it the Company is a party have been will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the NotesRegistration Rights Agreement, the Convertible Debentures, the Global Guaranty, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) Instructions, and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Notes and any other certificate, instrument or document contemplated hereby or thereby (collectively, the other “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) thereof, respectively, have been duly authorized by the Company’s board Board of directors or other governing body and (Directors and, other than the filing with the SEC of one or more Registration Statements filings specified in accordance with the requirements of the Registration Rights AgreementSection 4(b), a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. Any other Transaction Documents dated after the date herewith upon execution shall have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditors’ rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Second Amended and Restated Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit E (the “Registration Rights Agreement”), the Amended and Restated Certificate of Designation for the Series A Preferred Stock, the New Debenture, the Warrants, the Security Agreement, 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 Documents”) and to issue the Securities (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes New Debenture and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept for Material Contracts filed as exhibits to the Company’s SEC Reports, collectivelythere are no shareholder agreements, this Agreementvoting agreements, voting trust agreements or similar agreements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Preferred Shares in accordance with the terms hereof and thereofand, subject to the Shareholder Approvals, to issue the Underlying Shares in accordance with the Certificate of Determination. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementvoting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. (i) The Company and each Guarantor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Other Purchase Agreements, the Notes, the Guarantees, the Indenture and the other Collateral Documents (as defined in the Indenture) (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and each Guarantor and the consummation by the Company and each Guarantor of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance granting of a security interest in the Conversion Shares issuable upon conversion of Collateral (as defined in the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsIndenture) have been duly authorized by the Company’s board and each Guarantor’s Board of directors or other governing body 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, 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 in connection therewith (other than (i) the Companyfiling of appropriate UCC financing statements and analogous registrations with the appropriate states, its board provinces and other authorities pursuant to the Collateral Documents, (ii) the filing of directors grant deeds or its stockholders similar security instruments with the U.S. Copyright Office and the U.S. Patent and Trademark Office, (iii) the filing of a Form D with respect to the Notes as required under Regulation D and (iv) such filings required under applicable securities or other governing body“Blue Sky” laws of the states of the United States). This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and constitutes each Guarantor, and constitute the legal, valid and binding obligations of the CompanyCompany and each Guarantor, enforceable against the Company and each Guarantor 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 remedies. (ii) The provisions of each Collateral Document are effective to create, in favor of Wilmington Trust FSB, in its capacity as rights to indemnification and to contribution may be limited by federal or state securities law. Collateral Agent (the “Transaction Documents” meansCollateral Agent”), collectively, this Agreement, for the Notes, benefit of the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions Secured Parties (as defined belowin the Indenture), legal, valid and enforceable first priority liens (subject to Permitted Liens (as defined in the Indenture)) in the Collateral, and all necessary recordings and filings will be made in all necessary public offices and all other necessary and appropriate action will be taken so that the liens created by the Collateral Documents will constitute perfected first priority liens (with such exceptions as contemplated thereby) on or in the Collateral described therein and all necessary consents to the creation, effectiveness, priority and perfection of each of such lien will have been obtained to 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 timeextent required under each Collateral Document.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the Certificate of Designation for the Series B Preferred Stock, and 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant, have been duly authorized by the Company’s board of directors or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies and except or by other equitable principles of general application or insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, (ii) to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto Company’s stockholders. Except as set forth on Section 3.1(c) of the Disclosure Schedule, the Company has not entered into, and does not have any current plans to enter into, any side letter, agreement or arrangement with any Purchaser in connection with the transactions contemplated hereby by the Transaction Documents, other than the Letter Agreement, and thereby, each of the Purchasers is purchasing Shares on the same terms as may be amended from time to timeall other Purchasers.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and the subsequent issuance of shares of Series E-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares issuable upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes Convertible Debentures, the issuance of the Warrants, and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon the exercise of the Warrants) ), have been duly authorized by the Company’s board of directors or other governing body 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 of directors or its stockholders or other governing governmental body. This Agreement has been, and the other Transaction Documents to which it the Company is a party have been will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the NotesRegistration Rights Agreement, the Convertible Debentures, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) Instructions, and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. 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 CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 each of its Subsidiaries’ board of directors or other governing body 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 or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party have been will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with 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 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. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary 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 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 Investor Note, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Sellers have the requisite corporate power and authority to enter into and perform their respective obligations under this Agreement. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement the Registration Rights Agreement. The Sellers have the requisite power and authority to sell the other Transaction Documents and to issue the Securities Series A Preferred Stock in accordance with the terms hereof and thereofhereof. The execution and delivery of this Agreement and the other Transaction Documents by the CompanySellers has been duly authorized by the boards of directors of the Sellers, as required and the consummation by the Company Sellers of the transactions contemplated hereby and thereby (hereby, including, without limitation, the issuance sale of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have Series A Preferred Stock, has been duly authorized by the Company’s board boards of directors or other governing body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights AgreementSellers, 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 of directors or its stockholders or other governing bodyrequired. This Agreement and the other Transaction Documents to which it is a party have has been duly executed and delivered by the Company Sellers and constitutes the legal, valid and binding obligations of the CompanySellers, enforceable against the Company them 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 remedies. The Registration Rights Agreement will as of the Closing Date be duly executed and delivered by the Company, and when executed and delivered by the Company, will be the legal, valid and binding obligation of the Company, enforceable against it in accordance with its respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions enforcement of applicable creditors’ rights and remedies. The Assignment and Assumption Agreement (as defined belowin Section 8(o)) and each will as of the other agreements Closing Date be duly authorized, executed and instruments entered into or delivered by any the Company, and when executed and delivered by the Company, will be the legal, valid and binding obligation of the parties hereto Company, enforceable against it in connection accordance with the transactions contemplated hereby and therebyits respective terms, except as such enforceability may be amended from time to timelimited 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The Company’s 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 the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Securities), have been duly authorized by the Company’s board of directors or other governing body directors, and (other than (i) 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 under Regulation D of the SEC Securities Act (ii) any action necessary in order to qualify the Securities, and any other filings as may be required by any state securities agenciesagencies or “Blue Sky” laws of the states of the United States, and (iii) if applicable, the listing of the Securities, on a Principal Market (as defined below)) no further filing, consent or authorization is required by the Company, its board Subsidiary, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be, prior to which it is a party have been the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. 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 Agreement, the Intercreditor Agreement, each of the Notes (as amended hereby) and the other Buyer Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofDocuments. The execution and delivery of this Agreement and the other Transaction Documents Intercreditor Agreement by the Company, Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby and thereby (includinghereby, without limitation, the issuance of by the Notes (as amended hereby) and by the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) other Buyer Transaction Documents have been duly authorized by the Company’s board respective boards of directors or other governing body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights AgreementCompany and the Subsidiaries, 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 the Subsidiaries or their respective boards of directors or its stockholders or other governing bodyshareholders. This Agreement and the other Transaction Documents to which it is a party have has been duly executed and delivered by the Company and each of the Subsidiaries, and each of this Agreement, the Intercreditor Agreement, the Notes (as amended hereby) and the other Buyer Transaction Documents constitutes the legal, a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, and each of the other agreements entered into by the Company 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and Notes, the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors or other governing body Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing of a Form D under Regulation D of the 1933 Act, and (iii) the filing with the SEC of one or more Registration Statements 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 Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Debentures and the reservation for issuance and the subsequent issuance of the Conversion Shares issuable upon conversion of the Notes and Debentures, the reservation for issuance and issuance of any Interest Shares issuable pursuant to (if interest under the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsDebentures is paid in Interest Shares)) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Second Amended and Restated Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the Certificate of Designation for the Series B Preferred Stock, and 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant, have been duly authorized by the Company’s board of directors or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. 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, Company and the Subsidiaries and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and Common Shares, 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 or other governing body 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 Notice on 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 the Subsidiaries, their respective Boards of directors Directors or its their stockholders or other governing body. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Transaction Documents to which each Subsidiary is a party have been duly executed and delivered by each such Subsidiary, and constitutes the legal, valid and binding obligations of such Subsidiary 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 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 Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) in Section 5(b)), the Consulting 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes Preferred Stock and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion under the Certificate of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant Designation with respect to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsPreferred Stock,) have been duly authorized by the Company’s board Board of directors or other governing body 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, a Form D with the SEC and any other filings as may be required by the Transaction Documents, the Commission, including a Form D, and by any state securities agenciesagencies or the Trading Market (as defined below)) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodybody other than in connection with the Required Approvals. This Agreement has been, and the other Transaction Documents will be prior to which it is a party have been the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, The Certificate of Designation has been filed with the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended. The SEC Reports contain copies of the parties hereto in connection with Certificate of Incorporation and the transactions contemplated hereby Bylaws, and therebyno amendment to modification to the Certificate of Incorporation or Bylaws as been implemented but not been publicly disclosed, as may be amended from time to timeand no such amendment or modification is contemplated.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, that certain First Amendment to Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement Amendment”), which amends that certain Registration Rights Agreement dated as of September 28, 2007 (the “Registration Rights Agreement”), which First Amendment to the Registration Rights Agreement is the Security Agreement, the Certificate of Designations for the Series B Preferred Stock, 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants Preferred Shares 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 or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company Seller has the requisite corporate power and authority to enter into and perform its obligations under this 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 Documents") and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have Shares, has been duly authorized by the Company’s board Seller's Board of directors or other governing body 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, 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 CompanySeller, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Seller, and constitutes constitute the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller 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 remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the Seller, and shall constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditor's rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Registration Rights 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes Preferred Shares and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board Board of directors or other governing body 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 Agreement and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except remedies. The Certificate of Designations in the form attached hereto as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, Exhibit A has been filed with the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Nevada and instruments entered into or delivered by any of is in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timehas not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and the Subscription Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities in accordance with the terms hereof and thereofto issue the shares of Common Stock in accordance with the terms of the Subscription Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the other Transaction Documents by the Company, Subscription Agreements and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Securities pursuant to this Agreement and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes other Transaction Documents and the reservation for issuance and issuance of any Interest Shares issuable Common Stock issued pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsSubscription Agreements) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors directors, or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement Each of the Transaction Documents and the other Transaction Documents to which it is a party Subscription Agreements has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid valid, and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except (i) 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, generally the enforcement of applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will (assuming due authorization, execution, and delivery thereof by the other parties thereto) constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementvoting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto Company’s shareholders, except as set forth in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeSchedule 3.1(c) hereto.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and the Warrants, the reservation for issuance and issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Convertible Notes and or upon the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have , as applicable, has been duly authorized by the Company’s board of directors or other governing body 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 of directors or its stockholders shareholders or other governing governmental body. This Agreement has been, and the other Transaction Documents to which it the Company is a party have been will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into by the Company or delivered by any of the parties hereto Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and the Acquisition Agreement and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities Preferred Shares in accordance with the terms hereof and thereofto issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the other Transaction Documents by the Company, Acquisition Agreement and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals or other governing bodyas set forth in the Acquisition Agreement. This Agreement Each of the Transaction Documents and the other Transaction Documents to which it is a party have been Acquisition Agreement has been, or when executed will be, duly executed and delivered by the Company and constitutes is, or will be, the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by 12 U.S.C. § 1818(b)(6)(D) (or any successor statute) and except similar bank regulatory powers, (iii) as rights limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iv) insofar as indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept for Material Contracts, collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities to the Buyers in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Common Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsBuyers) have been duly authorized by the Company’s board of directors or other governing body 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 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 or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to which it is a party have been the Closing, duly executed and delivered by the Company or its agent, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) ), the Placement Agency Agreement (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. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Debentures, the Warrant, the Security Agreement, 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 Documents”) and to issue the Securities (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Debentures and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant, have been duly authorized by the Company’s board of directors or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Subject to the receipt of Shareholder Approval and the filing of the Articles of Amendment with the Minnesota Secretary of State, the Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof hereof. Subject to the receipt of Shareholder Approval and thereof. The the filing of the Articles of Amendment with the Minnesota Secretary of State, the Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will (assuming due authorization, execution and delivery thereof by the other parties thereto) constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 Laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities lawapplicable Law. “Transaction Documents” means, collectively, this Except for the Shareholder Agreement, there are no shareholder agreements, voting agreements, or similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. 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 CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries (as applicable) of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Common Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 each of its Subsidiaries’ board of directors or other governing body 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 SEC, any other filings as may be required by any state securities agencies, and the Stockholder Approval) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to which it is a party have been the Closing, duly executed and delivered by the Company or its agent, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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.remedies

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Preferred Shares in accordance with the terms hereof and thereofand, subject to the Shareholder Approvals, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. 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 CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 each of its Subsidiaries’ board of directors or other governing body 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 or its their stockholders or other governing bodybody (other than Shareholder Approval (as defined below)). This Agreement has been, and the other Transaction Documents will be prior to which it is a party have been the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this AgreementPrior to the Closing, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) Transaction Documents to which each Subsidiary is a party will be duly executed and each of the other agreements and instruments entered into or delivered by any of each such Subsidiary, and shall constitute the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.legal,

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofand, subject to Stockholder Approval, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansExcept for Material Contracts, collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement to consummate the transactions contemplated hereby and by each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrantshereunder) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it the Company is a party have been (or upon delivery will have been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementvoting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement between the Company and the Purchaser, dated as of the date hereof, in the form of Exhibit G attached hereto (the “Registration Rights Agreement”) the Security Agreement, the Certificate of Designations for the Preferred Shares, 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants Preferred Shares 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 or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Series C Preferred Shares in accordance with the terms hereof and thereofand, subject to receipt of the Stockholder Approval, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company's execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Series C Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors or Directors or, except for the Stockholder Approval, its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ ' rights and remedies and except or by other equitable principles of general application. Except as rights to indemnification and to contribution may be limited otherwise contemplated by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, there are no stockholder agreements, voting agreements, or other similar arrangements with respect to the NotesCompany's capital stock to which the Company is a party or, to the WarrantsCompany's Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany's stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement to consummate the transactions contemplated hereby and by each of the other Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofthe shares of Common Stock in accordance with the Additional Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the other Transaction Documents by the Company, Additional Agreements and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Shares hereunder and the reservation for issuance and issuance shares of Common Stock in accordance with the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsAdditional Agreements) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementvoting trust agreements or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Documents (as defined below) 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Notes, have been duly authorized by the unanimous consent of all members of the Company’s board 's Board of directors or other governing body 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, a Form D with the SEC SEC, the Waiver (as defined in Section 5(a)(v)) and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, For purposes of this Agreement, the Notes, term "Security Documents" means the Warrants, the Registration Rights Security Agreement, any account control agreement, any copyright, patent and trademark agreements required by the Lock-Up Agreementsterms of the Security Agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Irrevocable Transfer Collateral Agent Instructions (as defined belowin the Security Agreement) to create, perfect, and continue perfected or to better perfect the Collateral Agent's security interest in and liens on all of the assets of the Company and each of the other agreements its Subsidiaries, if any (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and instruments entered into or delivered by any in order to fully consummate all of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeunder the other Transaction Documents.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Warrant, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Observation Rights Agreement, the Purchase 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Warrant, and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant have been duly authorized by the Company’s board Board of directors or other governing body 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 the SEC and state securities agencies) , no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 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 Documents”) and under any applicable laws, including without limitation, the rules and regulations of the Principal Market (as defined below) and to issue the Securities in accordance with the terms hereof and thereof, except as disclosed in Schedule 3(b). The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance granting of any Interest Shares issuable pursuant to a security interest in the terms of Collateral (as defined in the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsSecurity Documents) have been duly authorized by the Company’s board Board of directors or other governing body Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Pledge and Security Agreement, and (ii) 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 consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders, except as disclosed in Schedule 3(b). This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(xii)), the Irrevocable Transfer Agent Instructions (as defined in Section 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 Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Common Shares and the Warrants, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board 's Board of directors or other governing body 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 Agreement and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to remedies, or limits on indemnification and to contribution may be limited by under applicable federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timelaws.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Agreements, the Irrevocable Transfer Agent Instructions (as defined in Section 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and Notes, the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, the reservation for issuance and issuance of Interest Shares, if any, and the granting of a security interest in the Collateral (as defined in the Security Agreements) have been duly authorized by the Company’s board Board of directors or other governing body Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreements, and (ii) the filing with the SEC of one or more Registration Statements 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 agenciesSection 4(t) hereof) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue Corrected Warrant (including, without limitation, the Securities issuance of the Corrected Warrant in accordance with the terms hereof and thereofthe reservation and issuance of the Corrected Warrant Shares in accordance with the terms of the Corrected Warrant, as applicable). The execution and delivery of this Agreement and the other Transaction Documents Corrected Warrant by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes Corrected Warrant in accordance with the terms hereof and the reservation for issuance and issuance of the Conversion Corrected Warrant Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to in accordance with the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsCorrected Warrant, as applicable) have been duly authorized by the Company’s board of directors or other governing body 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 U.S. Securities and any other filings as may be Exchange Commission (the “SEC”) and the filing(s) required by any applicable state “blue sky” securities agencieslaws, rules and regulations (together the “Securities Filings”)) no further filing, consent or authorization is required by the Company, its board of directors or its their stockholders or other governing body. This Agreement and the other Transaction Documents to which it is a party have Corrected Warrant has been duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Ordinary Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body and of the Company (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 state securities agencies) no further filing, consent or authorization is the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, and the filings required by the Company, its board Section 4(h) of directors or its stockholders or other governing bodythis Agreement). This Agreement has been, and the other Transaction Documents will be prior to which it is a party have been the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsSecurities) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. Except for Material Contracts and that certain Letter Agreement of even date herewith between the Company, ▇▇▇▇▇▇ ▇▇▇▇▇ and River Charitable Remainder Unitrust f/b/o ▇▇▇▇▇ ▇▇▇▇▇ regarding the postponement of reservation of shares relating to Series C Preferred Stock (the “Transaction Documents” meansBlech Agreement”), collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Amended and Restated Debenture, each of the other Amended Transaction Documents Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Amended Transaction Documents by the Company and Parent have been duly authorized by each of the Company, ’s and Parent’s Board of Directors and the consummation by the Company and Parent of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Amended and Restated Debenture by the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes Company and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Lender Shares issuable upon exercise of the Warrants) by Parent, have been duly authorized by the Company’s board Board of directors or other governing body Directors and Parent’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, a Form D with the SEC and any other filings as may be required by any state securities agenciesthe Bankruptcy Court in the Bankruptcy Proceedings) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodyParent, its Board of Directors or its stockholders. This Agreement and the other Amended Transaction Documents to which it is a party have been duly executed and delivered by each of the Company and constitutes Parent, and constitute the legal, valid and binding obligations of each of the CompanyCompany and Parent, enforceable against the Company and Parent 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 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 Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions, the Warrants and each of the other Transaction Documents agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), to execute and file the Certificate of Designations, and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the execution and filing of the Certificate of Designations by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Notes Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Preferred Shares, have been duly authorized by the Company’s board 's Board of directors or other governing body 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, 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 Board of directors Directors or its stockholders (except such stockholder approval as may be required by The Nasdaq Stock Market, Inc. for the issuance of a number of shares of Common Stock which is greater than or other governing bodyequal to 20% of the number of shares outstanding on the date of this Agreement). This Agreement and the other The Transaction Documents to which it is a party have been duly executed and delivered by the Company and constitutes Company. The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights remedies. The Certificate of Designations has been filed prior to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, Initial Closing Date with the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any of will be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be shall not have been amended from time to timeunless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors Board or its stockholders or other governing bodyshareholders in connection therewith. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will (assuming due authorization, execution and delivery thereof by the other parties thereto) constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance Certificate of the Warrants Designations, and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrants have been duly authorized by the Company’s board Board of directors or other governing body 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, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement, The Certificate of Designations has been filed with the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any of is in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timehas not been amended.

Authorization; Enforcement; Validity. The Company has has, and represents and warrants that the Subsidiaries have the requisite power and authority to enter into and perform its their respective, applicable obligations under this Agreement (including its Exhibits and Schedules), the Senior Debentures, the Warrants and the other Registration Rights Agreement, (collectively, the “Transaction Documents Documents”), which are enforceable in accordance with their terms, and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Senior Debentures and the reservation for issuance and Warrants, the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes Senior Debentures, and 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 Board of directors or other governing body 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, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board of directors Company or its Board of Directors. The Company’s stockholders or other governing bodyhave waived their preferential rights over the Conversion Shares, the Interest Shares and over the Warrant Shares, and no priority subscription period is applicable. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Preferred Shares in accordance with the terms hereof and thereofto issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsUnderlying Shares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors or its stockholders or shareholders in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and the subsequent issuance of the Underlying Shares upon conversion of the Preferred Shares and the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law (the “Enforceability Exceptions”). There are no shareholder agreements, voting agreements, or state securities law. “Transaction Documents” meansother similar arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, collectively(ii) to the Company’s Knowledge, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto Company’s stockholders. Except as set forth on Section 3.1(c) of the Disclosure Schedule, the Company has not entered into, and does not have any current plans to enter into, any side letter, agreement or arrangement with any Purchaser in connection with the transactions contemplated hereby by the Transaction Documents and thereby, each of the Purchasers is purchasing Securities on the same terms as may be amended from time to timeall other Purchasers.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents (as defined below) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents (as defined below) by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and Convertible Promissory Note, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Convertible Promissory Note, have been duly authorized by the Company’s board Board of directors or other governing body Directors and (other than the filing with the SEC of one or more the prospectus supplement required by the Registration Statements in accordance with Statement pursuant to Rule 424(b) under the requirements 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Rights Agreement, a Form D with Statement (the SEC “Prospectus”) and any other filings as may be required by the SEC and by any state securities agenciesagencies or the Principal Market (as defined below)) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents (as defined below) will be prior to which it is a party have been the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up AgreementsConvertible Promissory Note, 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. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofthe shares of Common Stock in accordance with the Additional Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the other Transaction Documents by the Company, Additional Agreements and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Shares hereunder and the reservation for issuance and issuance shares of Common Stock in accordance with the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsAdditional Agreements) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board of directors or its stockholders or shareholders in connection therewith, other governing bodythan in connection with the Required Approvals. This Agreement and each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” meansThere are no shareholder agreements, collectivelyvoting agreements, this Agreementor other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the NotesCompany’s Knowledge, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b) below), the Warrants, and each of the other Transaction Documents and agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and, subject to obtaining the Stockholder Approval (as defined in Section 4(q) below), to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 or other governing body and Warrants (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) require no further filing, consent subject to obtaining the Stockholder Approval, have been duly authorized by the Company's Board of Directors and no further consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodythan obtaining the Stockholder Approval. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance Warrants and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and Notes, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors or other governing body and (Directors and, other than the filing with the SEC of one or more Registration Statements filings specified in accordance with the requirements of the Registration Rights AgreementSection 3(e), a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodyshareholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. As of the date of issuance of any Additional Notes, such Additional Notes shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditor’s rights 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 timeremedies.

Authorization; Enforcement; Validity. 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, the Irrevocable Transfer Agent Instructions (as defined in Section 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 and (collectively, the other "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of thereof, as the Warrants) case may be, have been duly authorized by the Company’s board 's Board of directors or other governing body 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, 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 Board of directors Directors or its stockholders or other governing bodyshareholders. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. As of each Closing, the Transaction Documents dated after the date hereof required to have been executed and delivered with respect to such Closing shall have been duly executed and delivered by the Company, and shall constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of creditors' rights 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 timeremedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Notes Commitment Shares (as defined below in Section 5(e)) and subject to having sufficient authorized but unissued shares under the reservation for issuance and issuance Company’s Certificate of Incorporation and, with respect to any issuances under Regular Purchases or Accelerated Purchases, final approval of the Conversion Shares issuable upon conversion terms and for the prices to be approved in advance by the Pricing Committee established by the Board in connection with the authorization of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and this Agreement, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Purchase Shares issuable upon exercise of the Warrants) under this Agreement, have been duly authorized by the Company’s board Board of directors or other governing body 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, 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 Board of directors Directors or its stockholders or other governing body. This shareholders, (iii) this Agreement has been, and the each other Transaction Documents to which it is a party have been Document shall be on the Commencement Date, duly executed and delivered by the Company and constitutes (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the legalCompany, 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 and except remedies. Except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, set forth in this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each no other approvals or consents of the other agreements Company’s Board of Directors and/or shareholders is necessary under applicable laws and instruments entered into the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or delivered by any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Commitment Shares and thereby, as may be amended from time to timethe issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, that certain Amended and Restated Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), which amends and restates that certain Registration Rights Agreement dated as of September 28, 2007 (the “Prior Registration Rights Agreement”), as amended by that certain First Amendment to the Registration Rights Agreement, dated January 18, 2008, the Security Agreement, the Certificate of Designations for the Series B Preferred Stock, 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants Preferred Shares, and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant, have been duly authorized by the Company’s board of directors or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the Certificate of Designation for the Series A Preferred Stock, and 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 Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Warrant, have been duly authorized by the Company’s board of directors or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Investor Rights Agreement, the Certificate, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Management Services Agreement and any other certificate, instrument or document contemplated hereby or thereby (collectively, the other “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes and Series AA Preferred, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) Series AA Preferred have been duly authorized by the Company’s board Board of directors or other governing body and (Directors and, other than the filing with filings specified in Section 3(e) and the SEC of one or more Registration Statements Stockholder Approval (as defined in accordance with the requirements of the Registration Rights AgreementSection 4(n)), a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents dated on or prior to which it is a party the date hereof have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. Any other Transaction Documents dated after the date herewith upon execution shall have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditors’ rights 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 timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the amended and restated registration rights agreement to be entered into between the Company, the Series B Preferred Stockholder and the Purchaser on even date herewith in the form attached hereto as Exhibit G (the “Registration Rights Agreement”), the Note, the Warrant, the Contingent Warrant, the Security Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Stockholders’ Agreement 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 Documents”) and to issue the Securities (which term, for the purposes of this Article III, includes, without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Note, the Warrant, the Contingent Warrant and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and 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 or other governing body Board, 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 of directors the Board or its stockholders or other governing bodystockholders. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each by principles 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 timepublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party by the Company, Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and, assuming each of the Transaction Documents constitutes a valid and constitutes binding obligation of the other parties thereto, is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies and except 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, preferred investment terms, preemptive rights for existing shareholders, or other similar arrangements with respect to indemnification and the Company’s capital stock to contribution may be limited by federal which the Company is a party or, to the Company’s Knowledge, between or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsShares) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 Laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies and except or by other equitable principles of general application, (ii) as rights limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, (iii) insofar as indemnification and to contribution provisions may be limited by federal applicable Law and (iv) as limited through the exercise of supervisory or state securities lawenforcement powers of applicable Government Authorities. “Other than as provided for in Transaction Documents” means, collectivelythere are no stockholder agreements, this Agreementvoting agreements, or other similar arrangements with respect to the NotesCompany’s capital stock to which the Company is a party or, to the WarrantsCompany’s Knowledge, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into between or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofthereunder. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company, to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Debentures and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and the subsequent issuance of the Conversion Shares upon conversion of the Debentures, the Interest Shares (if interest under the Debentures is paid in Interest Shares) and the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors or other governing body , 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 corporate action is required by the Company, its board Board of directors Directors or its stockholders or in connection therewith other governing bodythan in connection with the Required Approvals. This Agreement and Each of the other Transaction Documents to which it is a party has been (or upon delivery will have been been) duly executed and delivered by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective 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 applicable of, creditors’ rights and remedies 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 except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, 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. The Subject to the receipt of the Capital Increase (as defined below), the Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Registration Rights Agreement, the Voting Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined in Section 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 Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes Securities, and the reservation for issuance and issuance in accordance with the terms of the Transaction Documents of (i) the Conversion Shares issuable upon conversion of the Notes Preferred Shares, (ii) the Dividend Shares, and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of (iii) the Warrant Shares issuable upon exercise of the Warrants) , have been duly authorized by the Company’s 's board of directors or other governing body 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 Agreement and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders or other governing bodyin connection therewith. This Agreement and the other Transaction Documents to which it is a party of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, The Certificate of Designations in the Notes, form attached hereto as Exhibit A has been filed with the Warrants, the Registration Rights Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any of is in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timehas not have been amended.