Common use of Authorization; Enforcement; Validity Clause in Contracts

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 Warrants, 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”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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. This Agreement and the other Transaction Documents of even date herewith 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 Agreement, a Form D with the SEC and an y 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 stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Controlled Account Agreements (as defined in the Notes), the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Each of the Company and its Subsidiaries has the requisite corporate or other organizational power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 to which such Person is a party and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including, without limitation, including the issuance of the Notes and Shares to be issued at the WarrantsClosing, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board respective boards of directors and (or a committee thereof), members, managers, trustees, stockholders, other than the filing with the SEC equityholders or holders of one or more Registration Statements in accordance with the requirements beneficial interests, as applicable, of the Registration Rights Agreement Company and an y other filings each of its Subsidiaries, as may be required by any state securities agencies) applicable, and no further filing, consent, consent or authorization is required by the Company, any of its board Subsidiaries or any of directors their respective boards of directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable. Notwithstanding the foregoing, the parties to this Agreement acknowledge that the Company does not currently have enough authorized shares of Common Stock (as defined below) to satisfy all conversions of Shares of the Series A Preferred. The parties to this Agreement agree that promptly after Closing the Company will prepare the necessary corporate documentation to amend its stockholdersCertificate of Incorporation and will make the applicable proxy filing pursuant to the applicable Securities Laws and the Buyers shall approve the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to 500,000,000, to increase the number of authorized shares of Preferred Stock to 10,000,000, and to authorize Preferred Stock having the voting and other rights of the Series B Preferred. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the CompanyCompany and each of its Subsidiaries that is a party thereto, and constitute the legal, valid and binding obligations of the CompanyCompany and each of its Subsidiaries, enforceable against the Company and each of 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 fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediesgeneral principles of equity.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and Notes, the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance Incremental Warrants and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the WarrantsNotes, the Warrants and the reaffirmation of the prior grant of the security interest in the Collateral (Incremental Notes, as defined in the Security Documentsapplicable) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Each of the Company and the Guarantor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), Agreement and each of the other agreements entered into by Transaction Documents and, upon obtaining the parties hereto in connection with the transactions contemplated by this Agreement (collectivelyResolution, 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 and, as applicable, the Guarantor and the consummation by the Company and the Guarantor of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ SharesSecured Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares, the Pre-Funded Warrant Shares issuable upon exercise of the Warrantsand Common Warrant Shares, and the reaffirmation delivery of ADSs representing the prior grant of the security interest in the Collateral (as defined in the Security Documents) Ordinary Shares), have been duly authorized by the Company’s Chief Executive Officer and board of directors and the Guarantor’s Chief Executive Officer and board of directors and no further filing, consent or authorization (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agenciesResolution) no further filing, consent, or authorization is required by the Company, its the Guarantor, their respective board of directors or its stockholdersshareholders or other governmental or corporate body other than any filing, consent or authorization the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect (as defined below). This Agreement has been, and the other Transaction Documents of even date herewith have been to which the Company or the Guarantor is a party will be prior to the Closing, duly executed and delivered by the CompanyCompany and, as applicable, the Guarantor, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company and, as applicable, the Guarantor in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Secured Convertible Debentures, the Security Agreement, and each of the other agreements and instruments, including any Pre-Funded Warrants and Common Warrants, entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. The Company further represents that, as of the Closing Date, the shareholders of the Company, in the context of the Resolution, waived their preferential subscription rights notably in favor of: (i) any industrial partner that has a similar, complementary or related business to that of the Company, (ii) institutional or strategic investors (a) that have, as the case may be, the status of Qualified Institutional Buyers or Institutional Accredited Investors within the meaning of U.S. law, of qualified investors within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 or an equivalent status under the rules applicable in its country of incorporation; (b) and that invest in companies with high growth potential and have a certain number of significant references making investments in small/mid cap equities; or (iii) any institution that acts as a depository in connection with any offering by the Company of American Depositary Shares registered with the Securities and Exchange Commission.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 Agreement, a Form D with the SEC and an y 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 stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the 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, Agreement and the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions other Transaction Documents (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”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 by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes shares of Series B Preferred Stock, the shares of Series C Preferred Stock, the Series B Preferred Conversion Shares, the Series C Preferred Conversion Shares, the Note and the WarrantsNote Conversion Shares, the transactions Series A Warrants and the Series A Warrant Shares and the Series B Warrants and the reservation (as contemplated by in Section 3(c) and the ▇▇▇▇▇▇▇▇▇ AgreementSeries B Certificate of Designations, the reservation for issuance Series C Certificate of Designations, the Note, the Series A Warrants and the Series B Warrants) for issuance of the Series B Preferred Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of Series C Preferred Conversion Shares, the Note Conversion Shares, the Series A Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation shares of the prior grant of the security interest in the Collateral (as defined in the Security DocumentsSeries C Preferred Stock) have been duly authorized by the Company’s board of directors and (other than directors, and, except for the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Series B Certificate of Designations and an y other filings as may be required by any state securities agencies) the Series C Certificate of Designations, no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the consummation of even date herewith have been the transactions contemplated hereby, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Note, the Series B Certificate of Designations, the Series C Certificate of Designations, the Series A Warrants, the Series B Warrants, 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 Notes, the Warrants, the Registration Rights Agreement, the Security DocumentsLock-up Agreements (as defined in Section7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below), the Voting Agreements (as defined in Section 4(s)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s board Board of directors 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 and an y (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. This Agreement and the other Transaction Documents of even date herewith 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 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. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries’ respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against 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. For purposes of this Agreement, the term “Security Documents” means Guarantee Agreement, the Security Agreement, that certain Reaffirmation Agreement in the form attached hereto as Exhibit F (as amended or modified from time to time in accordance with its terms, the “Reaffirmation Agreement”), any account control 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 Collateral Agent 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 its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

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 Warrants, 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 to consummate the transactions contemplated by this Agreement (collectivelyeach of the Transaction Documents and the Subscription Agreements and otherwise to carry out its obligations hereunder and thereunder, the “Transaction Documents”) and 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 each of the Transaction Documents by and the Company Subscription Agreements and the consummation by the Company it of the transactions contemplated hereby and thereby, thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes Securities pursuant to this Agreement and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance other Transaction Documents and the issuance of Common Stock issued pursuant to the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security DocumentsSubscription Agreements) have been duly authorized by all necessary corporate action on the part of the Company’s board of directors , and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersshareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents and the other Transaction Documents of even date herewith Subscription Agreements has been (or upon delivery will have been been) duly executed and delivered by the CompanyCompany and is, and 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 (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsCertificate of Designations, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon conversion or exercise of the Preferred Shares and the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) respectively, have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersshareholders, except as may be disclosed in Schedule 3(b). This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and 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. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered with respect to the Closing 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 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 creditor’s rights and remedies. As of the Closing, the Certificate of Designations in the form attached as Exhibit A shall have been filed on or prior to the Closing Date with the Secretary of State of the State of Washington and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, Agreement and the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions other Transaction Documents (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”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 by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes shares of Series A Preferred Stock and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Preferred Conversion Shares issuable upon conversion of the Notesshares of Series A Preferred Stock, the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Notes and the reservation for issuance and issuance of the Note Conversion Shares issuable upon conversion of the Note 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than directors, and, except for the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Certificate of Designations and an y other filings Stockholder Approval (as may be required by any state securities agencies) defined below), no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents will be prior to the consummation of even date herewith have been the transactions contemplated hereby, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Certificate of Designations, the Warrants, the Confessions of Judgment (as defined below), 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, the 8-K Filing (as defined below), a Form D with the SEC and an y any other filings as may be required by any state securities agenciesagencies and such filings with the necessary state and/or local authorities as required by the Security Documents (collectively, the “Required Approvals”)) no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Escrow Agreement, the Security Documents, the Registration Rights Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Each of the Borrowers has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security DocumentsPut Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Instructions, the Security Agreement, the Fee Letter and each of the other agreements agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Borrowers have been duly authorized by each of the Borrowers’ respective board of directors (or other governing body) and the consummation by the Company Borrowers of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance Borrowers and the issuance of the Conversion Shares issuable upon conversion of the Notesby Parent, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the CompanyBorrowers’ board of directors (or other governing body) and Parent’s board of directors directors, as applicable, and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other than filings with “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent, or authorization is required by the Companyany Borrower, its board of directors (or other governing body) or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the CompanyBorrowers party thereto, and constitute the legal, valid and binding obligations of each of the CompanyBorrowers party thereto, enforceable against the Company each of such Borrowers in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsPurchased Shares, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation availability for issuance pursuant to the ADR Registration Statement and issuance of the prior grant of the security interest in the Collateral (as defined in the Security DocumentsADR Securities) have been duly authorized by the Company’s board of directors and (other than (i) the filing of a home country practice letter with respect to the ADR Securities with the Principal Market (as defined below), (ii) 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 Statement (the “Prospectus”), and an y (iii) the filing of a registration statement for issuance of Ordinary Shares upon exercise of the Series B Warrant 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 stockholdersshareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Deposit Agreement has been duly authorized, executed and delivered by the Company and 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. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Irrevocable Registrar Service Provider Instructions (as defined below), the Irrevocable Depositary 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 and the Subsidiaries and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of a Notice on Form D and one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement Section 4(n) hereof and an y 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 the Subsidiaries, their respective Boards of directors Directors or its stockholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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.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. “

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Lock-Up Agreements and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors and other than (i) the filing of a Form D under ▇▇▇▇▇▇▇▇▇▇ Shares▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents▇▇) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other Agreement, (iii) such filings as may be are required by any state the Principal Market (as defined below) and (iv) such filings required under applicable securities agencies) or “Blue Sky” laws of the states of the United States, no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and when delivered by the Company, and Company will 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.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 Agreement, a Form D with the SEC and an y 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 stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Subordination 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 execution and authority to enter into and perform its obligations under delivery of this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) thereby have been duly authorized by the Company’s board Manager, the equivalent governing body of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements each of the Registration Rights Agreement Subsidiaries and an y other filings as may be required by any state securities agencies) the holders of Company Units, and no further filing, consent, consent or authorization is required by the Company, its board the Subsidiaries, the Manager or any other governing body of directors the Company, the governing body of any of the Subsidiaries, the holders of Company Units or its the stockholders, members or holders (as applicable) of any of the Subsidiaries. This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the CompanyCompany and each of the Subsidiaries party thereto, and constitute the legal, valid and binding obligations of the CompanyCompany and each of the Subsidiaries party thereto, enforceable against the Company and each of the Subsidiaries party thereto in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediesgeneral principles of equity. As of the Closing Date, the Transaction Documents dated after the date of this Agreement and on or prior to the Closing Date shall have been duly executed and delivered by the Company and each of the Subsidiaries party thereto and shall constitute the valid and binding obligations of the Company and each of the Subsidiaries party thereto, enforceable against the Company and each of the Subsidiaries party thereto in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.

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 Warrants, the Registration Rights Agreement, the Security DocumentsAgreements, 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”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation granting of the prior grant of the a security interest in the Collateral (as defined in the Security DocumentsAgreements) have been duly authorized by the Company’s board Board of directors 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 and an y other filings as may be required by any state securities agenciesSection 4(t) hereof) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under its Guaranty. 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, thereby (including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Notes and the reservation for issuance and issuance any Interest Shares issuable pursuant to the terms of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security DocumentsNotes) have been duly authorized by the Company’s board of directors or a duly appointed committee thereof (collectively, the “Board”). The execution and (delivery by each Subsidiary of its Guaranty and the performance by such Subsidiary of its obligations contained therein have been duly authorized by the board of directors or other governing body of such Subsidiary. Other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y Agreement, the 8-K Filing (as defined below), a Form D with the SEC, any other filings as may be required by any state securities agenciesagencies and any listing application and related notices and filings to be made with the Principal Market (as defined in Section 3(d) (collectively, the “Required Approvals”), no further filing, consent, consent or authorization is required by the CompanyCompany or its Subsidiaries, its board their respective boards of directors or its stockholderstheir stockholders (other than the Stockholder Approval (as defined in Section 4(v), if required) or other governing bodies in connection with the transactions contemplated by this Agreement. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Each Guaranty, when executed and delivered by a Subsidiary, will be duly executed and delivered by such Subsidiary and shall constitute the legal, valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with 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 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 Guaranties, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, 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”) Exchange Documents to which it is a party and to issue the Securities in accordance with the terms hereof thereof. Each Subsidiary has the requisite power and thereofauthority to enter into and perform its obligations under the Exchange Documents to which it is a party. The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Exchange Documents to which it is a party, 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors directors, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Amended and Restated Registration Rights Agreement) in accordance with the requirements of the Amended and Restated Registration Rights Agreement and an y 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 shareholders. The execution and delivery by each Subsidiary of the Exchange Documents to which it is a party, and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by the board of directors of such Subsidiary, and no further filing, consent or authorization is required by such Subsidiary, its board of directors or its stockholders. This Agreement and the other Transaction Exchange Documents of even date herewith to which it is a party 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Exchange Documents to which it is a party have been duly executed and delivered by each Subsidiary, and constitute the legal, valid and binding obligations of such Subsidiary, enforceable against 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.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Preferred Shares, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (each of its Subsidiaries’ board of directors or other governing body, as applicable, and other than (i) the filing of a Form D with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y any other filings as may be required by any state securities agencies, (ii) the 8-K Filing, (iii) a Listing of Additional Shares Notification with the Principal Market, and (iv) the Stockholder Approval (as defined below) (collectively, the “Required Filings and Approvals”) no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the Notes, the Investor Note, the Security Documents, the Note Purchase Agreements, the Master Netting Agreement, the Voting Agreement, the Voting and Lockup Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Voting Agreement (as defined in Section 4(s)), the Master Control Account Agreements and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion pursuant to the terms of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Notes and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement with the SEC, filings with The NASDAQ Capital Market (the "Principal Market") and an y 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 stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Each of the Company and each of its Subsidiaries has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 to which such Person is a party and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and each of its Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby, including, without limitation, including the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ SharesGuaranties, the reservation for issuance and issuance of Warrants, the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Conversion Shares, have been duly authorized by the Company’s board respective boards of directors and (directors, members, managers, trustees, stockholders, other than the filing with the SEC equityholders or holders of one or more Registration Statements in accordance with the requirements beneficial interests, as applicable, of the Registration Rights Agreement Company and an y other filings as may be required by any state securities agencies) each of its Subsidiaries and no further filing, consent, consent or authorization is required by the Company, any of its board Subsidiaries or any of directors their respective boards of directors, members, managers, trustees, stockholders, other equityholders or its stockholdersholders of beneficial interests, as applicable. This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the CompanyCompany and each of its Subsidiaries that is a party thereto, and constitute the legal, valid and binding obligations of the CompanyCompany and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with their respective terms. As of the Closing, the Transaction Documents dated after the date of this Agreement and on or prior to the Closing Date shall have been duly executed and delivered by the Company and each of its Subsidiaries that is a party thereto and shall constitute the valid and binding obligations of the Company and each of its Subsidiaries, enforceable against the Company and each of 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 fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediesgeneral principles of equity.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance Common Shares and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has Parent, ICA-T and the Subsidiaries have the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 their respective 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 Parent, ICA-T and the Subsidiaries, and the consummation by the Company Parent, ICA-T and the Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance and sale of the Notes Parent Note, the Parent Warrant and the Warrants, ICA-T Note the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementSPA Share Reservation, the reservation for issuance and the issuance of the Conversion Parent Underlying Shares issuable upon conversion of the Notes, ICA-T and the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance Parent Note and issuance of the Warrant Shares issuable upon exercise of the Warrants, Parent Warrant and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the CompanyParent’s and ICA-T’s board of directors and the Subsidiaries’ board of directors or other governing body, as applicable (and to the extent necessary, the stockholders of the Parent, ICA-T and the Subsidiaries), and other than (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements set forth in this Agreement, (ii) the filing of a Form D with the Registration Rights Agreement and an y SEC, (iii) all other filings as may be filing(s) required by any applicable state securities agencies, (iv) the Form 8-K filing (as defined below), and (v) the filings of such documents, instruments and/or items required to effectuate and perfect all Liens and security interests of the Buyer under the Transaction Documents including the Security Documents (the items set forth in (i)-(v), collectively, the “Required Filings”) no further filing, consent, consent or authorization is required by the CompanyParent, its board ICA-T or any of their respective Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body in connection with the execution and performance of this Agreement and the other Transaction Documents and the performance of their respective obligations hereunder and thereunder. This Agreement and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyParent, ICA-T and the Subsidiaries, and constitute each constitutes the legal, valid and binding obligations of ICA-T, the CompanyParent and the Subsidiaries, enforceable against ICA-T, the Company Parent and the 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. 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 Parent Note, ICA-T Note, the Parent Warrant, the Parent Common Stock, the Parent Conversion Shares, the Parent Warrant Shares, the Parent Underlying Shares, the Flow of Funds Letter, the Buyer Deed of Trust, the Irrevocable Transfer Agent Instructions (as defined below), the Confession of Judgment (as defined below), the Guaranties, the IP Security Agreement (as defined in the Security Agreements), the Security Agreements, the other Security Documents, all Closing documents and each of the other agreements, certificates 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 and/or modified from time to time and includes for each all amendments, supplements and/or other modifications and all schedules, exhibits and/or annexes to each.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereofthereof and to redeem the 1,200 Series A Preferred Shares being redeemed pursuant to this Agreement. The execution and delivery of the Transaction Documents by the Company and the consummation execution and filing of each of the Certificates of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitationlimitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Notes Common Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Preferred Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersstockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of shares of Common Stock greater than that number of shares of Common Stock that the Company may issue without breaching the Company's obligations under the rules or regulations of the Nasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . 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. Each of the Certificates of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

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 Warrants, the Registration Rights Agreement, the Security DocumentsAgreement, 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”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation granting of the prior grant of the a security interest in the Collateral (as defined in the Security DocumentsAgreement) have been duly authorized by the Company’s board Board of directors Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the 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 and an y other filings as may be required by any state securities agenciesAgreement) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company Seneca has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security DocumentsSecurities Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b6(b)), the Lock-Up Agreements, the Leak-Out Agreements and each of the other agreements entered into by the parties hereto Seneca in connection with the transactions contemplated by this Agreement (collectively, the “"Seneca Transaction Documents”" and, together with the Leading BioSciences Transaction Documents, the "Transaction Documents") and to issue the Securities Warrants and the Warrant Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Seneca Transaction Documents by the Company Seneca and the consummation by the Company Seneca of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Warrants and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s board Seneca's Board of directors 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 Agreement, a Form D with the SEC and an y any other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the CompanySeneca, its board Board of directors Directors or its stockholdersstockholders (other than, as of the date hereof, stockholder consent related to items in the Form S-4). This Agreement and the other Seneca Transaction Documents of even date herewith have been duly executed and delivered by the CompanySeneca, and constitute the legal, valid and binding obligations of the CompanySeneca, enforceable against the Company Seneca in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesSecurities, the Certificate of Designation, the Warrants, the Registration Rights AgreementNew Notes, the Security DocumentsLoan Agreements, the Irrevocable Transfer Agent Instructions other Loan Documents (as defined in Section 5(b)each of the Bridge Loan and the Loan Agreement), the Investor Rights Agreement and each of the other agreements and documents entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectivelythis Agreement, the “Securities, the Certificate of Designation, the Warrants, the New Notes, the Loan Agreements, the other Loan Documents, the Investor Rights Agreement and such other agreements and documents being hereinafter referred to collectively as the "Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The Except as set forth on Schedule 2.2, 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementPreferred Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion Shares, the issuance of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ SharesWarrants, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise and the issuance of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) New Notes have been duly authorized by the Company’s 's board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been been, or when delivered hereunder and thereunder will have been, duly executed and delivered by the CompanyCompany and constitute, and constitute or when so delivered will 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. The Company and each of its Subsidiaries party to any Transaction Document has the requisite corporate or company 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 to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of a Debenture and, upon the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and Requisite Stockholder Approval (as defined below) the issuance of the Conversion Shares issuable upon conversion of Warrant and the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Warrant Shares, if any, and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants), and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersshareholders or other governmental body (other than (i) the filing of an amendment to the Company’s certificate of incorporation and (ii) filings as may be required by the SEC or the Principal Market (as defined below)). The execution and delivery of the Transaction Documents by the Guarantors (as defined in the Guaranty and Security Agreement referred to below) and each other Subsidiary party thereto and the consummation by the Guarantors and each other Subsidiary party thereto of the transactions contemplated thereby, have been duly authorized by the such Guarantors’ and such Subsidiaries’ board of directors (or comparable governing body) and no further filing, consent or authorization is required by such Guarantor or such Subsidiary, its board of directors (or other comparable governing body) or its shareholders or other governmental body. This Agreement, the Guaranty and Security Agreement, the Financial Securities Account Pledge Agreement (as defined below), the IP Security Agreement (as defined below) and the Deposit Account Control Agreements (as defined in the Guaranty and Security Agreement) each has been, and the other Transaction Documents of even date herewith have been to which the Company, the Guarantors and any other Subsidiary are a party will be prior to the Initial Closing, duly executed and delivered by the Company, such Guarantors and constitute such Subsidiary, and each constitutes the legal, valid and binding obligations of the Company, such Guarantors and such Subsidiaries, enforceable against the Company Company, such Guarantors and such Subsidiaries in accordance with their its respective termsterms as of the date of each such documentations, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. As used herein, (A) “Transaction Documents” means, collectively, this Agreement, each Debenture, each Warrant, each Security Document (as defined below) and each of the other agreements and instruments entered into by the Company or any of its Subsidiaries or delivered by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time; and (B) “Requisite Stockholder Approval” means stockholder approval necessary to effectuate a Share Authorization Event.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and from and after the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Authorized Share Increase Date (as defined below) the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and from and after the Authorized Share Increase Date the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, Warrants and the reaffirmation granting of the prior grant of the a security interest in the Collateral (as defined in the Security Documents)) 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 and an y 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 stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and 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 Security Documents, 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. The Transaction Documents to be executed at any Additional Closing will be duly executed and delivered by the Company, and when so executed and delivered, will 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.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies 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 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 Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into by 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 Each Obligor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesNote, the Warrants, the Registration Rights Pledge Agreement, the Security DocumentsWarrant, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Guaranty to which it is party, and each of the other agreements agreements, documents and certificates entered into executed and delivered by the parties hereto any Obligor to Lender in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Note, the Warrant, the Option and the Commitment Fee Shares in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Borrower and each Obligor has been duly authorized by the Borrower’s and each Obligor’s Board of Directors and the consummation by the Company Borrower and each Obligor of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Note, the Warrant, the Option and the Warrants, the transactions contemplated Commitment Fee Shares by the ▇▇▇▇▇▇▇▇▇ AgreementBorrower and each Obligor, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have has been duly authorized by the Company’s board their respective Board of directors Directors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) no further filing, consent, or authorization is required by the Companyany Borrower and each Obligor, its board their respective boards of directors (or other governing body) or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, Borrower and each Obligor and constitute the legal, valid and binding obligations of the CompanyBorrower and each Obligor, enforceable against the Company Borrower and each Obligor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable regulatory, 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 corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Additional Investment Rights, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Notes, the Warrants and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementAdditional Investment Rights, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation granting of the prior grant of the a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors 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 and an y other filings as may be required by any state securities agenciesAgreement) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith 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 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. 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 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 creditor's rights and remedies.

Authorization; Enforcement; Validity. The Subject to the receipt of the written consent of its stockholders, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Subject to the receipt of the written consent of their respective stockholders, each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable (with respect to the Transaction Documents to which each of the Subsidiaries are a party thereto), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a proxy statement with respect to the Business Combination, a Form D with the SEC and an y any other filings as may be required by any state securities agencies, consents of their respective stockholders) no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors (or its other governing body) or their stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms (assuming that this Agreement and the other Transaction Documents to which the Company is a party will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Buyers party hereto), 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. Prior to the Closing and subject to the receipt of the written consent of their respective stockholders, 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Lock-Up Agreements (as defined below), 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 Notes, the Warrants, 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”) Exchange Documents to which it is a party and to issue the Securities in accordance with the terms hereof thereof. Each Subsidiary has the requisite power and thereofauthority to enter into and perform its obligations under the Exchange Documents to which it is a party. The execution and delivery of the Transaction Documents by the Company of this Agreement and the other Exchange Documents to which it is a party, 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security DocumentsWarrant) have been duly authorized by the Company’s board of directors directors, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Amended Registration Rights Agreement) in accordance with the requirements of the Amended Registration Rights Agreement and an y 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 shareholders. The execution and delivery by each Subsidiary of the Exchange Documents to which it is a party, and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by the board of directors of such Subsidiary, and no further filing, consent or authorization is required by such Subsidiary, its board of directors or its stockholders. This Agreement and the other Transaction Exchange Documents of even date herewith to which it is a party 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Exchange Documents to which it is a party have been duly executed and delivered by each Subsidiary, and constitute the legal, valid and binding obligations of such Subsidiary, enforceable against 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.

Authorization; Enforcement; Validity. The Company Each Issuer has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesNote, the WarrantsWarrant, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))) among the Issuer and the Investor, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Issuers and the consummation by the Company Issuers of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementNote, the reservation for issuance and the issuance of the Conversion Exchange Shares issuable upon conversion and the Interest Shares, the issuance of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the WarrantsWarrant, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board each Issuer's applicable Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) no further filing, consent, or authorization is required by the CompanyIssuers, its board Boards of directors Directors or its their stockholders. This Agreement has been, and the other Transaction Documents of even date herewith have been on the Closing Date will be, duly executed and delivered by the CompanyIssuers, and constitute constitute, or as of the Closing Date will constitute, the legal, valid and binding obligations of the CompanyIssuers, enforceable against the Company Issuers and in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Security Documents , 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereofthereof and to redeem the 900 Series A Preferred Shares being redeemed pursuant to this Agreement. The execution and delivery of the Transaction Documents by the Company and the consummation execution and filing of each of the Certificates of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitationlimitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Notes Common Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Preferred Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersstockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of shares of Common Stock greater than that number of shares of Common Stock that the Company may issue without breaching the Company's obligations under the rules or regulations of the Nasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . 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. Each of the Certificates of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

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 Warrants, 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”) 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 the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementNotes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, Notes and the reaffirmation granting of the prior grant of the a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors 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 and an y other filings as may be required by any state securities agenciesAgreement) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders, except as disclosed in Schedule 3(b). This Agreement and the other Transaction Documents of even date herewith 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 Agreement, a Form D with the SEC and an y 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 stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Account Control Agreements (as defined in the Notes), the Subordination Agreement (as defined below), the Subordinated Notes (as defined below), the Subordinated Warrants (as defined below), the Subordinated Note Purchase Agreement (as defined below), the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has and its Subsidiaries have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have 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 Agreement, a Form D with the SEC and an y 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 Subsidiaries, their board of directors or its stockholderstheir shareholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and each of its Subsidiaries and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Security Documents, the Guarantees, the Subordination Agreement, the Registration Rights Agreement, the 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 Parent has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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”) . Each Parent Subsidiary has the requisite power and authority to issue enter into and perform its obligations under the Securities in accordance with the terms hereof and thereofTransaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Parent and its Parent Subsidiaries, and the consummation by the Company Parent and its Parent Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes Preferred Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the CompanyParent’s board of directors , and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the CompanyParent, its board Parent Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyParent, and each constitutes the legal, valid and binding obligations of the Parent, enforceable against the Parent 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. Prior to the Closing, the Transaction Documents to which each Parent Subsidiary is a party will be duly executed and delivered by each such Parent Subsidiary, and shall constitute the legal, valid and binding obligations of the Companyeach such Parent Subsidiary, enforceable against the Company each such Parent 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Support Agreements and any documents or filings related to the Tender/Exchange Offer, the Indenture, and each of the other agreements entered into by any of the parties hereto in connection with the transactions contemplated by this Agreement and/or the Support Agreements (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the any Transaction Documents executed and delivered by the Company and the consummation by the Company of the transactions contemplated hereby and therebyby the Transaction Documents, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance Warrants and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with Required Filings (as defined below), and assuming the SEC of one or more Registration Statements in accordance with the requirements accuracy of the Registration Rights Agreement representations and an y other filings as may be required by any state securities agencies) warranties of the Buyers set forth in Section 2 of this Agreement), no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholdersshareholders in connection with any Transaction Document or the transactions contemplated thereby. This Agreement and the other Transaction Documents of even date herewith to be executed by the Company have been been, or will be, when executed and delivered, duly executed and delivered by the Company, and constitute, or will constitute when executed and delivered, 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.

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 Warrants, New Warrants and 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”) 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 New Warrants and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors Directors (the “Board”), and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement Agreement, any filings pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and an y 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 Board or its stockholders, other than the approval of the Principal Market regarding the listing of the New Warrant Shares (the “Principal Market Approval”) and the filing of any document that may be required by the Principal Market. This Agreement and the other Transaction Documents of even date herewith Registration Rights Agreement have been duly executed and delivered by the Company, and constitute constitute, and any New Warrants, when issued by the Company in accordance with this Agreement will 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.

Authorization; Enforcement; Validity. The Subject to obtaining Stockholder Approval, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, 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”) "TRANSACTION DOCUMENTS"), to execute and file the Certificates of Amendment, and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation execution and filing of the Certificates of Amendment by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitation, limitation the issuance of the Notes Mandatory Preferred Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Mandatory Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Mandatory Preferred Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersstockholders (except for Stockholder Approval). This Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the Company, Company and constitute constitutes 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, the enforcement of applicable creditors’ ' rights and remedies. The Registration Rights Agreement, upon its execution and delivery to the Buyers hereunder, shall have been duly executed and delivered by the Company and shall be a valid and binding agreement enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Series B-1 Certificate of Amendment and, provided that Stockholder Approval is obtained, the Series B Certificate of Amendment will have each been filed on or before the Mandatory Closing Date with the Secretary of State of the State of Delaware and, as of the Mandatory Closing Date, will be in full force and effect, enforceable against the Company in accordance with their respective terms and shall not have been amended unless in compliance with their respective terms.

Authorization; Enforcement; Validity. i) The Holding Company has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement, the Notes, Subscription Agreement and the Warrants, 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”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, including the issuance of the Notes Warrant Shares upon exercise of the Warrants. The execution, delivery and performance by the Holding Company of this Subscription Agreement and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board and no further corporate action on the part of directors and (other than the filing Holding Company is required in connection with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) no further authorization thereof. No filing, consent, or authorization is required by the Holding Company, its board of directors the Board or its stockholdersstockholders with respect to the Sub Debt Transaction. This Subscription Agreement and the other Transaction Documents of even date herewith have has been duly executed and delivered by the CompanyHolding Company and constitutes, and, upon execution and constitute delivery thereof by the Holding Company as contemplated herein, the Warrants will constitute, legal, valid and binding obligations of the Holding Company, enforceable against the Holding Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies or as indemnification or contribution may be limited by the securities laws and public policy relating thereto. ii) The Bank has the requisite corporate power and authority to execute, deliver and perform its obligations under this Subscription Agreement and the Notes. The execution, delivery and performance by the Bank of this Subscription Agreement and the Notes have been duly authorized by the Bank Board and no further corporate action on the part of the Bank is required in connection with the authorization thereof. No filing, consent, or authorization is required by the Bank, the Bank Board or the Holding Company, as its sole stockholder, with respect to the Sub Debt Transaction. This Subscription Agreement has been duly executed and delivered by the Bank and constitutes, and, upon execution and delivery thereof by the Bank as contemplated herein, the Notes will constitute, legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except as such enforceability may be limited by general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or as indemnification or contribution may be limited by the securities laws and public policy relating thereto.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. 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 consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Voting Agreement (as defined below), \the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, application with respect to the issuance of the Letter of Credit (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”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation granting of the prior grant of the a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors 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 and an y other filings as may be required by any state securities agenciesAgreement) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 limitationlimitation and subject to the provisions contained in Section 2(c) above, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, 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, the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 a prospectus supplement in accordance connection with the requirements Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (a “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Rights Agreement Statement (the “Prospectus”) (and an y any other filings as may be required by any state securities agencies) agencies in connection therewith), no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the Closing will be prior to Closing, duly executed and delivered by the Company, and upon such execution will 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Security Agreement (as defined below), the Subsidiary Guarantee(s) (as defined below), the Cash Collateral Account Agreement (as defined below), the Warrants, 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”) "), and to issue the Securities in accordance with the terms hereof and thereofthereof and to redeem the Fixed Series A Redemption Shares and the Additional Series A Redemption Shares. The execution and delivery of the Transaction Documents by the Company and the consummation execution and filing of each of the Certificates of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including, including without limitationlimitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Notes Common Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Preferred Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersstockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of shares of Common Stock greater than that number of shares of Common Stock that the Company may issue without breaching the Company's obligations under the rules or regulations of the Nasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . 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. Each of the Certificates of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 5 of 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”) "), and to issue the Securities in accordance with the terms hereof and thereof. On or before the Closing Date, the Company will have duly adopted, executed and filed with the Secretary of State of the State of Delaware a Certificate of Designations in the form set forth in Exhibit E hereto (the "Certificate Amendment") establishing the terms and the rights and preferences of the Series A Preferred and the Company has not adopted or filed any other document designating terms, rights or preferences of its preferred stock. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementSeries A Preferred, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the issuance of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by of the Company, its board 's Board of directors Directors or its stockholdersshareholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . 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.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Investor Note, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesCertificate of Designations, the Warrants, 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”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementPreferred Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the transfer reservation for issuance and the issuance of the ▇▇▇▇▇▇▇▇▇ Dividend Shares issuable with respect to the Preferred Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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. This Agreement and the other Transaction Documents of even date herewith 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has 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, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Preferred Warrants and the reservation for issuance and issuance of the Additional Preferred Shares issuable upon exercise of the Preferred Warrants 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A will be filed with the Delaware Secretary of State and will be in full force and effect as of the Closing, enforceable against the Company in accordance with its terms and will not have been amended as of the Closing. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Preferred Warrants, the Certificate of Designations, the Registration Rights Agreement, the Voting Agreement (as defined below), 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Shares and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body in connection herewith or therewith other than in connection with the Required Approvals. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designation in the form attached hereto as Exhibit B has been filed with the Secretary of State of the State of Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended.

Authorization; Enforcement; Validity. The Company Issuer and each of the Guarantors that is a corporation has the requisite corporate power and authority authority, and each of the Guarantors that is a limited liability company has the requisite limited liability company power and authority, to enter into and perform its obligations under this Agreement, the Notes, the Warrants, 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 Operative Documents and, in the parties hereto in connection with case of the transactions contemplated by this Agreement (collectivelyIssuer, the “Transaction Documents”) and to issue the Securities Notes and the Exchange Notes, and, in the case of the Guarantors, to enter into the Guarantees and the Exchange Note Guarantees, in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Operative Documents by the Company Issuer and the Guarantors, as applicable, and the consummation by the Company Issuer and the Guarantors of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion sale of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ SharesGuarantees, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, Exchange Notes and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Exchange Note Guarantees, have been duly authorized by the CompanyIssuer’s board and Guarantors’ respective Boards of directors Directors or managers or managing members and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any federal and state securities agencieslaws with respect to the Issuer’s obligations under the Registration Rights Agreement) no further filing, consent, consent or authorization is required by the CompanyIssuer or the Guarantors, its board their respective Boards of directors Directors or its stockholdersmanagers or managing members or their stockholders or members, as applicable. This Agreement and the other Transaction Documents of even date herewith have has been duly authorized, executed and delivered by the CompanyIssuer and each of the Guarantors and is, and constitute upon execution and delivery of the Operative Documents by the Issuer and the Guarantors, each of the Operative Documents will be, the legal, valid and binding obligations of the CompanyIssuer and the Guarantors (to the extent parties thereto), 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.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes Preferred Stock and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Stock and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, the 6-K Filing (as defined below), a Form D with the SEC and an y any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body of the Company. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the applicable Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Certificates of Designation, the Registration Rights Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security DocumentsLock-up Agreements (as defined in Section7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s board 's Board of directors 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 and an y (other filings as may be required by any state securities agencies) and the approval of the Company’s Listing of Additional Shares application by The NASDAQ Stock Market, no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith 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 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. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries' respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against 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. For purposes of this Agreement, the term "Security Documents" means Guarantee Agreement, the Security Agreement, any account control 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 Collateral Agent (as defined below) 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 its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Validity. The Company PublicCo has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security DocumentsSecurities Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b6(b)), the Lock-Up Agreements, and each of the other agreements entered into by the parties hereto PublicCo in connection with the transactions contemplated by this Agreement (collectively, the “"PublicCo Transaction Documents”" and, together with the PrivateCo Transaction Documents, the "Transaction Documents") and to issue the Securities Warrants and the Warrant Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other PublicCo Transaction Documents by the Company PublicCo and the consummation by the Company PublicCo of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Warrants and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s board PublicCo's Board of directors 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 Agreement, a Form D with the SEC, a Form S-4 relating to the Merger and an y any other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by the CompanyPublicCo, its board Board of directors Directors or its stockholdersstockholders (other than, as of the date hereof, stockholder consent related to items in the Form S-4). This Agreement and the other PublicCo Transaction Documents of even date herewith have been duly executed and delivered by the CompanyPublicCo, and constitute the legal, valid and binding obligations of the CompanyPublicCo, enforceable against the Company PublicCo in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, Warrants and the reaffirmation Prefunded Warrants and the reservation for issuance and the issuance of the prior grant shares of Common Stock issuable upon exercise of the security interest in the Collateral (as defined in the Security DocumentsPrefunded Warrants) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of (i) one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, (ii) a Form D, and an y (iii) the 8-K Filing (as defined below) and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) and no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and certificates 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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 and the Subsidiaries and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security DocumentsWarrant) have been duly authorized by the Company’s board of directors (the “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 Notice on Form D and an y Current Report on Form 8-K and any other filings as may be required by any state securities agenciesagencies or in connection with the listing of any Securities) no further filing, consent, consent or authorization is required by the Company, its board the Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute the constitutes a legal, valid and binding obligations obligation 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 remediesremedies 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 a legal, valid and binding obligation of such Subsidiary, enforceable against 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 Warrant, the Registration Rights Agreement, the Contingent Value Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(c)), and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the applicable Closing will be prior to such Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Each of the Parent and its Subsidiaries has the requisite corporate power and authority authority, to the extent it is a party thereto or bound thereby, to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(p)), and each of the other agreements entered into by the applicable parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the their respective Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Parent and the Companies and the consummation by the Company Parent and the Companies of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes Preferred Shares, issuance of the Exchange Rights, and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Exchange Shares issuable upon conversion exchange of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Preferred Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors of the Parent and (the Board of Directors of each of the Companies and other than such filings required under Applicable Securities Laws and the filing with the SEC of one or more Registration Statements in accordance with the requirements approval of the Registration Rights Agreement Toronto Stock Exchange ("TSX") and an y other filings as may be required by any state securities agenciesNYSE MKT LLC ("NYSE MKT", and together with TSX, the "Principal Markets") no further filing, consent, or authorization is required by the Parent, either Company, its board or any of their boards of directors or its stockholdersand/or shareholders. This Agreement and the other Transaction Documents of even date herewith to which they are a party have been duly executed and delivered by the Parent and each Company, as applicable, and constitute the legal, valid and binding obligations of the Parent and each Company, as applicable, enforceable against the Company Parent and each Company, as applicable, in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. The respective Articles of Amendment in the form attached hereto as Exhibit A-1 and A-2 has been filed with the Registrar or Corporate Affairs in Barbados, and on receipt of a Certificate of Amendment will be in full force and effect, enforceable against each Company in accordance with its terms, and has 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, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y any other filings as may be required by any state securities agenciesagencies or the Principal Market) no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Note Purchase Agreements, the Master Netting Agreement, the Registration Rights Agreement, the Investor Note, the Pledge Agreement, the Security Documents, 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 5 of 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”) ), and to issue the Securities in accordance with the terms hereof and thereof. On or before the Closing Date, the Company will have duly adopted, executed and filed with the Secretary of State of the State of Delaware a Certificate of Designations in the form set forth in Exhibit E hereto (the “Certificate Amendment”) establishing the terms and the rights and preferences of the Series A Preferred and the Company has not adopted or filed any other document designating terms, rights or preferences of its preferred stock. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementSeries A Preferred, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the issuance of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) no further filing, consent, consent or authorization is required by of the Company, its board ’s Board of directors Directors or its stockholdersshareholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and . 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.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, Warrants and the reaffirmation issuance of the prior grant Preferred Shares and the reservation for issuance and the issuance of the security interest in shares of Common Stock issuable upon conversion of the Collateral (as defined in the Security DocumentsPreferred Shares) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of (i) one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, (ii) a Form D, and an y (iii) the 8-K Filing (as defined below) and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) and no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and certificates 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 NotesCertificate of Designations, the Warrants, the Stockholders Agreement, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions Lock-Up Agreements (as defined in Section 5(b7(xii)), the Proprietary Information and Inventions Agreements (as defined in Section 7(xiii)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Preferred Shares and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Preferred Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s board Board of directors 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 and an y 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. This Agreement and the other Transaction Documents of even date herewith 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 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. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 and the Subsidiaries and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of a Notice on Form D and one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement Section 4(n) hereof and an y 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 the Subsidiaries, their respective Boards of directors Directors or its stockholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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.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

Authorization; Enforcement; Validity. The Company Each of the Borrowers has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security DocumentsLock-Up Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Instructions, the Security Agreement, the Fee Letter, the Mortgages, the Intellectual Property Security Agreements, the Affiliate Subordination Agreement and each of the other agreements agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Borrowers have been duly authorized by each of the Borrowers’ respective board of directors (or other governing body) and the consummation by the Company Borrowers of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance Borrower and the issuance of the Conversion Shares issuable upon conversion of by the NotesPrincipal Borrower, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the CompanyBorrowers’ board of directors (or other governing body) and the Principal Borrower’s board of directors directors, respectively, and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other than filings with “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent, or authorization is required by the Companyany Borrower, its board of directors (or other governing body) or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the CompanyBorrowers party thereto, and constitute the legal, valid and binding obligations of each of the CompanyBorrowers party thereto, enforceable against the Company each of such Borrowers in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsDebentures, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Pledge and Security Agreement among the Company, Parent and the Buyers dated the date hereof (the “Security Agreement”), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated Debentures by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance Company and the issuance of the Conversion Closing Shares issuable upon conversion of the Notesby Parent, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board Board of directors Directors and Parent’s Board of Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other than filings with “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or Parent, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the CompanyCompany and 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the NotesCertificate of Designations, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(j)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “"Transaction Documents”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementPreferred Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the NotesPreferred Shares, the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Warrants have been duly authorized by the Company’s 's board of 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 Agreement, (ii) the filing with the SEC of a Form D and an y (iii) 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. This Agreement and the other Transaction Documents of even date herewith 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 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. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsDebentures, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Agreement, the Guaranty, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated Debentures by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance Company and the issuance of the Conversion Shares issuable upon conversion of the NotesClosing Securities, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Interest Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) Threshold Shares by Parent, have been or will be at the time of issuance duly authorized by the Company’s board Board of directors Directors and Parent’s Board of Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other than filings with “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or Parent, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the CompanyCompany and 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.

Authorization; Enforcement; Validity. The Company Each Obligor has the requisite corporate power and authority to enter into and perform its obligations under this AgreementAgreement and the Note to which it is party, the NotesPledge Agreement (as amended pursuant to the Omnibus Amendment, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions Guaranty (as defined in Section 5(b)amended pursuant to the Omnibus Amendment), and each of the other agreements agreements, documents and certificates entered into executed and delivered by the parties hereto any Obligor to Lender in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities Note in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company Borrower and each Obligor has been duly authorized by the Borrower’s and each Obligor’s Board of Directors and the consummation by the Company Borrower and each Obligor of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated Note by the ▇▇▇▇▇▇▇▇▇ AgreementBorrower and each Obligor, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have has been duly authorized by the Company’s board their respective Board of directors Directors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) no further filing, consent, or authorization is required by the Companyany Borrower and each Obligor, its board their respective boards of directors (or other governing body) or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, Borrower and each Obligor and constitute the legal, valid and binding obligations of the CompanyBorrower and each Obligor, enforceable against the Company Borrower and each Obligor in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable regulatory, 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 corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. 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 consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors directors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other (i) any filings as may be required by any state securities agenciesagencies and (ii) a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”)) no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 and the Subsidiaries and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the WarrantsCommon Shares, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement a Notice on Form D and an y 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 the Subsidiaries, their respective Boards of directors Directors or its stockholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies 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 Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Consulting Agreement, and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Security Documents, the Guaranties, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Each of the Credit Parties has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the WarrantsSBA Side Letter, the Registration Rights Fee Letter, the Security Agreement, the Mortgages (if any), the Intellectual Property Security Agreements, the other Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b))Subordination Agreements, the Warrant Documents and each of the other agreements agreements, documents and certificates entered into by the parties hereto hereto, or delivered by any Credit Party, from time to time 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 the Transaction Documents by the Company Credit Parties have been duly authorized by each of the Credit Parties' respective board of directors (or other governing body) and the consummation by the Company Credit Parties of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated Securities by the ▇▇▇▇▇▇▇▇▇ AgreementBorrowers, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s respective Credit Party's board of directors (or other governing body), and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other than filings with "Blue Sky" authorities as may be required by any state securities agenciesthereby) no further filing, consent, approval or authorization is required by the Companyany Credit Party, its board of directors (or other governing body) or its stockholdersstockholders or other equityholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by each of the CompanyCredit Parties thereto, and constitute the legal, valid and binding obligations of each of the CompanyCredit Parties party thereto, enforceable against the Company each of such Credit Parties in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

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 Warrants, the Registration Rights Agreement, 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”") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon conversion or exercise of thereof, as the Warrantscase may be, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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 stockholdersshareholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and 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 creditors' rights and 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 such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization; Enforcement; Validity. The Company has has: (i) the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, 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”) and to issue the Securities Preferred Stock in accordance with the terms hereof and thereof. The execution and delivery ; (ii) the commitment of the 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 Parent to issue the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementWarrant Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notespursuant to this Agreement, and (iii) this Agreement constitutes, shall constitute, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y 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. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and 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. The Parent has: (i) the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and to issue the Warrants, the Warrant Shares, and the Conversion Shares pursuant to this Agreement, and (ii) this Agreement constitutes, shall constitute, the valid and binding obligations of the Parent enforceable against the Parent in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Company commits to deliver to the Investor a true and correct copy of a unanimous written consent creating and authorizing the issuance of the Preferred Stock pursuant to this Agreement. No other approvals or consents of the Company’s or Parent’s Boards of Directors and/or Shareholders is necessary under applicable laws and the Company’s or Parent’s Articles of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Preferred Shares, Warrants, Warrant Shares and the Conversion Shares.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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. 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security Documents, the Note Purchase Agreements, the Master Netting Agreement, the Registration Rights Agreement, the Investor Note, the Voting Agreements (as defined below), the Leak-Out Agreements (as defined below), 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 Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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. Each Significant 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 the Transaction Documents by the Company and its Significant Subsidiaries, and the consummation by the Company and its Significant Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party, have been duly executed and delivered by the Company, and constitute 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. The Transaction Documents to which each Significant 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. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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. Except as set forth on Schedule 3(b), the execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than obtaining the Stockholder Approval (as defined below), the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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.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

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y any other filings as may be required by any state or foreign securities agencies) no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir shareholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Agreement, the Subordination Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Warrants and the reservation for issuance and the issuance of the Conversion Shares Shares, issuable upon conversion of the NotesSeries C Preferred Shares, and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrant Shares and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y any other filings as may be required by any state securities agencies, the filing of requisite notice and/or application to the Principal Market for the issuance and sale of the Securities and the filings required by Section 4(i) of this Agreement) no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body of the Company. This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Certificate of Designation, 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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Convertible Notes and the Warrants, issuance of the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, Warrants and the reservation for issuance and the issuance of the Conversion Convertible Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, the reservation for issuance Convertible Notes and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 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 Agreement, a Form D with the SEC and an y any other filings as may be required by any state securities agencies) no further filing, consentthe filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or authorization is and the filings required by the Company, its board Section 4(i) of directors or its stockholdersthis Agreement). This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute 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.remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y other filings as may be any filing(s) required by any applicable state “blue sky” securities agencieslaws, rules and regulations (together the “Securities Filings”)) no further filing, consent, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-Up 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 and, except as set forth in Section 3(b) of the Disclosure Letter, perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 Stock and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of, or as dividends on, the Preferred Stock, the issuance of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC of one or more Registration Statements in accordance with a final prospectus supplement relating to the requirements of transactions contemplated hereby (the Registration Rights Agreement and an y other filings as may be required by any state securities agencies“Prospectus Supplement”)) no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body or regulatory authority. This Agreement and the other Transaction Documents of even date herewith to which the Company is a party have been (or upon delivery will have been) duly executed and delivered by the CompanyCompany and when delivered in accordance with the terms hereof and thereof, and will 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Certificate of Determination, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby. The Company has no reason to believe that it will be unable to comply with any of its obligations under any of the Transaction Documents (including, without limitation, as a result of application of Section 500 or Section 501 of the California Corporations Code).

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance of the Required Reserve Amount and the issuance of the Conversion Shares issuable upon conversion of the Notes, Notes and the transfer reservation for issuance and issuance any Interest Shares issuable pursuant to the terms of the ▇▇▇▇▇▇▇▇▇ Shares, 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 reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) 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 Agreement, a Form D with the SEC and an y 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 stockholdersstockholders or other governing body. This Agreement and the other Transaction Documents of even date herewith to which it is a party have been duly executed and delivered by the Company, Company and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into by 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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Preferred Shares and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 (as defined below) 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 transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Warrants and the Amended Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants and Amended Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board of directors and (or other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agencies) governing body and, no further filing, consent, consent or authorization is required by the Company, its board of directors or its stockholdersstockholders or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to be delivered on or prior to the Closing will be prior to Closing, duly executed and delivered by the Company, and upon such execution will 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Securities” means collectively, the Warrants, the Amended Warrants, Warrant Shares, Notes and Conversion Shares. “Warrant Shares” means any shares of Common Stock issued pursuant to the Warrants and the Amended Warrants.

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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), 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 Exchange Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the 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 Exchange Notes and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ Agreement, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Exchange Notes and the transfer issuance of the ▇▇▇▇▇▇▇▇▇ Shares, Exchange Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, and the reaffirmation of the prior grant of the security interest in the Collateral (as defined in the Security DocumentsExchange Warrant) have been duly authorized by the Company’s board of directors and (other than the filing with the SEC U.S. Securities and Exchange Commission (the “SEC”) of one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement Agreement, a Form D with the SEC and an y 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 Subsidiaries, their respective boards of directors or its stockholderstheir stockholders or the Principal Market or any other trading market or other governing body. This Agreement has been, and the other Transaction Documents of even date herewith have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Exchange Notes, the Exchange Warrant, 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 Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b) below)), 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”"TRANSACTION DOCUMENTS") and and, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the 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 Notes, the Warrants and the Warrants, the transactions contemplated by the ▇▇▇▇▇▇▇▇▇ AgreementCommon Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the transfer of the ▇▇▇▇▇▇▇▇▇ Shares, Notes and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, Warrants and the reaffirmation granting of the prior grant of the a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors 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 with the SEC and applicable state securities commissions of Form D and related filings, (iii) the filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office as may be required with respect to the perfection of a security interest against the Company's patents, trademarks and copyrights, and (iv) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and an y other filings as may be required by any state securities agenciesAgreement) no further filing, consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith 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 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.