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 to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereof. The Company’s execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby (including, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement has been duly executed by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof 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 Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common SharesNotes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes) have been duly authorized by all necessary corporate action on the part of 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 and 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 corporate action filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of directors or its shareholders in connection therewith their stockholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements with respect Prior to the Company’s capital stock Closing, the Transaction Documents to which the Company each Subsidiary is a party orwill 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 Company’s KnowledgeNotes, between the Investor Note, the Security Documents, the Note Purchase Agreements, the Master Netting 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 among delivered by any of the Company’s shareholdersparties 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and, subject to the Shareholder Approvals, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, subject to Shareholder Approval, to issue the Common Shares and the Warrants in accordance with the terms hereofhereof and the Non-Voting Common Stock in accordance with the Non-Voting Articles of Amendment. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common SharesSecurities) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has full right and the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby by this Agreement and the Offering Circular, including, without limitation, the offer and sale of the Shares, whether before or subsequent to the date of this Agreement, and to otherwise to carry out its obligations hereunderunder this Agreement and under the Offering Circular, including, without limitation, to issue issue, whether before or subsequent to the Common date of this Agreement, the Shares in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement the Offering Circular and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewith other than in connection with the Required ApprovalsApprovals described in Section 2(g) of this Agreement, if any. This Agreement has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 the discretion of the court before which any proceeding may be brought; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law, including but not limited to federal, state or other securities laws, or the public policy underlying such laws. There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledgeknowledge, between or among any of the Company’s shareholders. For purposes of this Agreement, “knowledge” of the Company means the actual knowledge of the Company’s Chief Executive Officer and President; Senior Vice President/Chief Financial Officer, Treasurer and Corporate Secretary; and Executive Vice President/Chief Operating Officer after their reasonable investigation into the subject matter at issue (collectively, the “Officers”). This Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) have been duly authorized by all necessary corporate action on the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Company, Registration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith stockholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s shareholdersparties 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby (including, but not limited to, the sale and delivery of the Common Shares) thereby have been duly authorized by all necessary corporate action on the part Company’s board of directors and (other than the Nasdaq Capital Market authorization of the Companyadditional listing of the shares of Common Stock issuable under this Agreement, the Required Stockholder Approval (as defined herein) and any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)), no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith stockholders or other than in connection with governing body of the Required ApprovalsCompany. This Agreement has been been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Notes and each of the other agreements and instruments entered into or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s shareholdersparties 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and, subject to the Stockholder Approvals, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Escrow Agreement (as defined below), the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and subject to consummate obtaining the Stockholder Approval (as defined below) to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with issuance of the terms hereof. The Company’s execution and delivery of this Agreement Notes and the consummation by it Warrants, the reservation for issuance and the issuance of the transactions contemplated hereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale reservation for issuance and delivery issuance of Warrant Shares issuable upon exercise of the Common Shares) Warrants, and the granting of a security interest in the Collateral (as defined in the Security Documents), subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company, 's Board of Directors and no further corporate action consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith stockholders other than in connection with obtaining the Required ApprovalsStockholder Approval. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally generally, the enforcement of, of applicable 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, voting trust agreements or similar agreements 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 shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite full corporate power and authority to enter into the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby perform and otherwise to carry out discharge its obligations hereunderthereunder, including, without limitation, to issue issuance of the Common Shares in accordance with Firm Notes, the terms hereof. The Company’s execution and delivery of this Agreement Additional Notes and the consummation by it Warrants and the reservation for issuance and the issuance of the transactions contemplated hereby (including, but not limited to, Underlying Securities and the sale and delivery of the Common Warrant Shares) have ; each Transaction Document to which it is a party has been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors, and no further corporate action consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith stockholders, other than (i) such consents or authorizations as have been obtained prior to the execution of this Agreement and (ii) the Stockholder Approval (as such term is defined in connection with the Required Approvals. This Agreement Indenture); each Transaction Document to which it is a party has been duly executed and delivered by or on behalf of the Company and constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company it in accordance with its terms, except (i) as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium, liquidation or moratorium and similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable generally, and to general principles of general applicationequity, including principles of materiality, commercial reasonableness, good faith and fair dealing (iiregardless of whether enforcement is sought in a proceeding at law or in equity) as limited by laws relating and except that rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions thereunder may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements federal or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between state securities laws or among any of the Company’s shareholderspublic policy relating thereto that have not been previously waived.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents and the Subscription Agreements and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereof and to issue the shares of Common Stock in accordance with the terms of the Subscription Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the Subscription Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common SharesShares and Common Stock) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents and the Subscription Agreements has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or other similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with therewith. Each of the Required Approvals. This Agreement Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) EXECUTION VERSION 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 or by other equitable principles of general application. Except as disclosed in the Registration Statement, (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 there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, (i) the sale and delivery of the Common SharesInitial Securities, (ii) the issuance of the Note Conversion Securities in accordance with the terms of the Rho Notes and (iii) the issuance of the Warrant Conversion Securities in accordance with the terms of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders stockholders in connection therewith other than in connection with (x) the Required ApprovalsStockholder Approval and (y) any amendment to the Company’s certificate of incorporation (as amended or restated from time to time) as may be necessary to increase the number of shares of Common Stock authorized thereunder so as to enable the Company to issue Note Conversion Securities in connection with any Subsequent Round of Financing (as defined in the Rho Notes) and the approval by the Company’s stockholders of any such amendment (a “Charter Amendment”). This Agreement Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to consummate 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 otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with issuance of the terms hereof. The Company’s execution and delivery of this Agreement Notes and the consummation by it reservation for issuance and the issuance of the transactions contemplated hereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Common Shares) Notes have been duly authorized by all necessary corporate action on the part Company’s Board of Directors and (other than (i) the filing with the SEC and applicable state securities commissions of Form D and related filings and (ii) the filing with the SEC of one or more Registration Statements and amendments thereto in accordance with the requirements of the Company, and Registration Rights Agreement) no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable 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, voting trust agreements or similar agreements 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 shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the 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 consummate 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 otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the issuance of the Common Shares in accordance with the terms hereof. The Company’s execution and delivery of this Agreement and the consummation by it Warrants and the reservation for issuance and the issuance of the transactions contemplated hereby (including, but not limited to, the sale and delivery Warrant Shares issuable upon exercise of the Common Shares) Warrant have been duly authorized by all necessary corporate action on the part of the Company, ’s Board of Directors and no further corporate action consent or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium, liquidation or moratorium and similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable generally, and to general principles of general applicationequity, including principles of materiality, commercial reasonableness, good faith and fair dealing (iiregardless of whether enforcement is sought in a proceeding at law or in equity) as limited by laws relating and except that rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions thereunder may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements federal or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between state securities laws or among any of the Company’s shareholderspublic policy relating thereto.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreement and the other Definitive Documents, to consummate the transaction contemplated hereby and thereby and to issue the Securities (as defined below) in accordance with the terms hereof and thereof. The execution and delivery of the Agreement and the other Definitive Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and otherwise to carry out its obligations hereunder, including, without limitation, to issue thereby (including the issuance of the Securities and the reservation for issuance and issuance of Common Shares Stock (as defined below) issuable upon the exercise of the Warrants in accordance with the terms hereof. The Company’s execution with, and delivery of this Agreement and the consummation by it of the transactions contemplated hereby (including, but not limited pursuant to, the sale and delivery of the Common SharesWarrant Certificate) have been duly authorized by all necessary corporate action the Company, and such authorization has not been, and as of the Closing will not have been, subsequently rescinded or modified in any way, and (other than the filing with the Securities and Exchange Commission (the “SEC”) of one or more Registration Statements in accordance with the requirements of the amended Registration Rights Agreement and Form D, if applicable, and the filing of the Certificate of Designations pursuant to and in accordance with the Agreement), no further filing, consent or authorization is or will be required to be made by or on the part behalf of the Company, its Subsidiaries and no further corporate action their respective boards of directors, stockholders or other governing bodies in connection with the transactions contemplated by the Definitive Documents. The Agreement has been, and the other Definitive Documents to which the Company is required a party will be, prior to the Closing, duly executed and delivered by the Company, its Board or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement has been duly executed by the Company and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable lawfederal or state securities Law (the “General Enforceability Exceptions”). There are no shareholder agreements, voting agreements, voting trust agreements At or similar agreements with respect prior to the Company’s capital stock to which Closing, the Company is a party or, will cause the Certificate of Designations to be filed with the Company’s Knowledge, between or among any Secretary of State of the Company’s shareholdersState of Delaware, and the Company will ensure that, at and as of the Closing, the Certificate of Designations will be in full force and effect, enforceable against the Company in accordance with its terms and will not have been amended or modified. “Securities” means the Series B Preferred Stock and the Warrants (including the shares of Common Stock issuable upon exercise of the Warrants), in each case, that will be delivered to each of the Commitment Parties at the Closing.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares, in accordance with the terms hereof and, subject to the Shareholder Approval, to issue the Underlying Shares in accordance with the terms hereofof the Series B Certificate of Determination and Series C Certificate of Determination. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 shareholders agreements, voting agreements, voting trust agreements or other similar agreements 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 Partnership has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Partnership, and the consummation by it the Partnership of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common SharesSeries A Preferred Units, the issuance of the Conversion Units issuable upon conversion of the Series A Preferred Units, the issuance of the Warrants and the issuance of the Warrant Units issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part board of directors of the Company, Partnership’s general partner and (other than the filing with the SEC of one or more registration statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the CompanyPartnership, its Board Subsidiaries, their respective boards of directors or its shareholders in connection therewith their unitholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company Partnership, and each constitutes or will constitute the legal, valid and binding obligation obligations of the Company Partnership, enforceable against the Company Partnership in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies 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, voting trust agreements or similar agreements 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.affecting

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which the Company is a party and the consummation by it of the transactions contemplated hereby (including, but not limited to, the sale and delivery of the Common Shares) thereby have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith therewith, other than in connection with the Required ApprovalsApprovals to be obtained, made, filed or given by the Company after the Closing as contemplated by the Transaction Documents. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except as disclosed in the SEC Reports, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledgeknowledge, between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the Certificate of Determination. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereof and the shares of Common Stock in accordance with the Additional Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares hereunder and the shares of Common SharesStock in accordance with the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewith therewith, other than in connection with the Required Approvals. This Agreement and each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or other similar agreements 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 to consummate perform its obligations under this Agreement, the Notes, the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated hereby by this Agreement (collectively, the "Transaction Documents") and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby (and thereby, including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) Notes, have been duly authorized by the unanimous consent of all necessary corporate action on the part members of the Company's Board of Directors and (other than the filing of a Form D with the SEC, the Waiver (as defined in Section 5(a)(v)) and other filings as may be required by state securities agencies) no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or remedies. For purposes of this Agreement, the term "Security Documents" means the Security Agreement, any account control agreement, any copyright, patent and trademark agreements required by other equitable principles the terms of general applicationthe Security Agreement, (ii) as limited by laws relating to the availability of specific performanceany and all financing statements, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder fixture filings, security agreements, voting agreementspledges, voting trust agreements assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Collateral Agent (as defined in the Security Agreement) to create, perfect, and continue perfected or similar agreements with respect to better perfect the Company’s capital stock to which Collateral Agent's security interest in and liens on all of the assets of the Company is a party orand each of its Subsidiaries, if any (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and in order to the Company’s Knowledge, between or among any fully consummate all of the Company’s shareholderstransactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated hereby by this Agreement (collectively, the “Transaction Documents”) and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby (including, but not limited to, the sale and delivery of the Common Shares) thereby have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and other than (i) a Form D with the SEC and any other filings as may be required by any state securities agencies and (ii) the 8-K Filing (collectively, the “Required Filings and Approvals”), no further corporate action filing, consent or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (iiremedies. Except as set forth in Schedule 3(b) 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 there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock to which the Company is a party or, to the actual knowledge after reasonable inquiry of the Company’s chief executive officer, chief financial officer and general counsel, but without any obligation to conduct investigation of anyone outside of the Company or its Subsidiaries (collectively, the “Company’s Knowledge”), between or among any of the Company’s shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) ), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith or other governmental body, other than the approval of the Company’s shareholders, including, without limitation, as required by the applicable rules of the Nasdaq Stock Market for issuance of shares in connection with excess of the Required ApprovalsExchange Cap, and the approval of the TSX, as applicable. This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Effective Date, duly executed and delivered by the Company Company, and constitutes each constitutes, or will constitute, the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement and each of the other agreements or similar agreements with respect to the Company’s capital stock to which and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s shareholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents and the Acquisition Agreement and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of this each of the Transaction Documents and the Acquisition Agreement and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required ApprovalsApprovals or as set forth in the Acquisition Agreement. This Each of the Transaction Documents and the Acquisition Agreement has been been, or when executed will be, duly executed by the Company and constitutes is, or will be, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 or by other equitable principles of general application, (ii) as limited by 12 U.S.C. § 1818(b)(6)(D) (or any successor statute) and similar bank regulatory powers, (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiiiv) insofar as indemnification and contribution provisions may be limited by applicable law. There Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to consummate be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Debentures, the Warrant, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (including without limitation, the Warrant Shares) 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 otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with issuance of the terms hereof. The Company’s execution and delivery of this Agreement Debentures and the consummation by it of the transactions contemplated hereby (includingWarrant, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its the Board or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (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, voting trust agreements law or similar agreements 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 by principles of the Company’s shareholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Each Company Party has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by each Company Party, and the consummation by it each Company Party of the transactions contemplated hereby (including, but not limited to, the sale and delivery of the Common Shares) thereby have been duly authorized by all necessary corporate action on the part such Company Party’s board of the Companydirectors or other governing body, as applicable, and no further corporate action filing, consent or authorization is required by the Companysuch Company Party, its Board board of directors or its shareholders in connection therewith stockholders or other than in connection with the Required Approvalsgoverning body, as applicable. This Agreement has been been, and the other Transaction Documents will be prior to the Closing Date, duly executed and delivered by the each Company Party or its agent, and each constitutes the legal, valid and binding obligation obligations of the such Company Party, enforceable against the such Company Party in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreementsThe execution, voting agreementsdelivery and performance of the Transaction Documents and the transactions contemplated thereby by each Company Party do not and shall not contravene or conflict with any provision of, voting trust agreements or similar agreements with respect to require any consents (except such consents as have already been received) under (1) any law, rule, regulation or ordinance, (2) the Company’s capital stock to which the organizational documents; and/or (3) any agreement binding upon a Company is a party or, to the Company’s Knowledge, between Party or among any of the CompanyCompany Party’s shareholdersproperties, except in the case of (1) and (3) as would not reasonably be expected to have a Material Adverse Effect.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Debentures and the Warrants and the reservation for issuance and the subsequent issuance of the Conversion Shares upon conversion of the Debentures, the Interest Shares (if interest under the Debentures is paid in Interest Shares) and the Warrant Shares upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof 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 Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common SharesDebentures and the issuance of the Warrants) have been duly authorized by all necessary corporate action on the part Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the Stockholder Approval (as defined below), the filing with the SEC of one or more Registration Statements in accordance with the requirements of the CompanyRegistration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of directors or its shareholders in connection therewith their stockholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies 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, voting trust agreements or similar agreements 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.5

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common SharesShares and Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereof. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith other than in connection with therewith. Each of the Required Approvals. This Agreement Transaction Documents has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts filed as exhibits to the Company’s SEC Reports, there are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and, subject to the Shareholder Approvals, to issue the Underlying Shares in accordance with the Certificate of Determination. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or other similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common SharesPreferred Shares and the Warrants and the reservation for issuance and the subsequent issuance of the Underlying Shares upon conversion of the Preferred Shares and the Warrant Shares upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement 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 lawlaw (the “Enforceability Exceptions”). There are no shareholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, (ii) to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders. Except as set forth on Section 3.1(c) of the Disclosure Schedule, the Company has not entered into, and does not have any current plans to enter into, any side letter, agreement or arrangement with any Purchaser in connection with the transactions contemplated by the Transaction Documents and each of the Purchasers is purchasing Securities on the same terms as all other Purchasers.

Authorization; Enforcement; Validity. The Subject to the obtaining of all consents from third parties pursuant to Section 4(q), the Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under the Transaction Documents to which it is a party and to issue the Common Conversion Shares in accordance with the terms hereofof the Notes. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby (and thereby, including, but not limited towithout limitation, the sale amendment and delivery restatement of the Common SharesExisting Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by all necessary corporate action on the part Company’s board of directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing of a Form D under Regulation D of the Company, 1933 Act and (iii) the filing with the SEC of one or more Registration Statements and any other filings as may be required by any state securities agency in accordance with the requirements of the Registration Rights Agreement) no further corporate action filing, consent, or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents to which the Company and/or any Subsidiary is a party have been duly executed and delivered by the Company and/or such Subsidiary, as applicable, and constitutes constitute the legal, valid and binding obligation obligations of the Company and/or such Subsidiary, as applicable, enforceable against the Company and/or such Subsidiary, as applicable, in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally generally, the enforcement of, of applicable 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, voting trust agreements or similar agreements 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 shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series E-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitationlimitation and subject to the Shareholder Approvals, to issue the Common Shares and the Underlying Shares in accordance with the terms hereofArticles of Amendment. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or other similar agreements 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 to consummate perform its obligations under this Agreement, the Certificate of Designations and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated hereby by this Agreement (collectively, the “Transaction Documents”) and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby (and thereby, including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) Preferred Shares have been duly authorized by all necessary corporate action on the part Company’s Board of Directors and (other than the filing with the SEC of a Form D and the 8-K Filing, the filing of the CompanyCertificate of Designations with the Secretary of State of Delaware, and other filings as may be required by state securities agencies) no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies remedies. On or by other equitable principles before the Closing, the Certificate of general applicationDesignations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and be in full force and effect, (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, voting trust agreements or similar agreements with respect to the Company’s capital stock to which enforceable against the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersin accordance with its terms and will not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof 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 Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) have been duly authorized by all the Board of Directors, and (other than (i) the filing with the SEC of a Form D under Regulation D of the Securities Act (ii) the 8-K Filing (as defined below), (iii) any action necessary corporate action in order to qualify the Securities, and any other filings as may be required by any state securities agencies and/or applicable blue sky laws, and (iv) if applicable, the listing of the Shares on the part of the Company, and Principal Market (as defined below)) no further corporate action filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of directors or its shareholders in connection therewith their stockholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents will be, prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Purchase Shares and the issuance of the Warrants, subject to the Stockholder Approval, and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Purchase Shares, and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (ii) no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith stockholders or other governing body of the Company (other than in connection with receipt of the Required ApprovalsStockholder Approval, the filing of the Certificate of Designation, and the filing of one or more Registration Statements and any other filings as may be required by any state or other securities agencies). This Agreement has been been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief application 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, voting trust agreements or other similar agreements arrangements with respect to the Company’s capital stock (i) to which the Company is a party or, (ii) to the Company’s Knowledge, between or among any of the Company’s shareholdersstockholders. Except as set forth on Section 3.1(c) of the Disclosure Schedule, the Company has not entered into, and does not have any current plans to enter into, any side letter, agreement or arrangement with any Purchaser in connection with the transactions contemplated by the Transaction Documents, other than the Letter Agreement, and each of the Purchasers is purchasing Shares on the same terms as all other Purchasers.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares Aggregate Securities in accordance with the terms hereof. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby thereby (including, but not limited to, the sale and delivery of the Common SharesAggregate Securities) have been duly authorized by all {Clients/1482/00200660.DOC/4 } 7 necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or other similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series A-2 Preferred Stock upon conversion of the Shares, and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 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 consummate 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 otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with issuance of the terms hereof. The Company’s execution and delivery of this Agreement Notes and the consummation by it Warrants and the issuance of the transactions contemplated hereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale and delivery issuance of Warrant Shares issuable upon exercise of the Common SharesWarrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors and, and other than the filings specified in Section 3(e), no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvalsshareholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or remedies. As of the date of issuance of any Additional Notes, such Additional Notes shall have been duly executed and delivered by other equitable principles the Company, and shall constitute the legal, valid and binding obligations of general applicationthe Company, (ii) enforceable against the Company in accordance with their respective terms, except 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 such enforceability may be limited by general principles of equity or applicable law. There are no shareholder agreementsbankruptcy, voting agreementsinsolvency, voting trust agreements reorganization, moratorium, liquidation or similar agreements with respect to laws relating to, or affecting generally, the Companyenforcement of applicable creditor’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholdersrights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the reservation for issuance and the subsequent issuance of the Underlying Common Shares upon conversion of the Shares, Warrant Shares upon exercise or exchange of the Warrants and shares of Common Stock upon exercise or exchange of the Amended Warrant) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Debentures and the reservation for issuance and the subsequent issuance of the Conversion Shares upon conversion of the Debentures, the Interest Shares (if interest under the Debentures is paid in Interest Shares)) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 Security Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to consummate 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 otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with issuance of the terms hereof. The Company’s execution and delivery of this Agreement Notes and the consummation by it Warrants, the reservation for issuance and the issuance of the transactions contemplated hereby (including, but not limited toConversion Shares issuable upon conversion of the Notes, the sale reservation for issuance and delivery issuance of Warrant Shares issuable upon exercise of the Common Warrants, the reservation for issuance and issuance of Interest Shares, if any, and the granting of a security interest in the Collateral (as defined in the Security Agreement) have been duly authorized by all necessary corporate action on the part of the Company’s Board of 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 Section 4(u) hereof) no further corporate action filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection stockholders, and (iii) the filing of a definitive Schedule 14C with the Required ApprovalsSEC in accordance with the Capitalization Letter Agreement (as defined below). This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable 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, voting trust agreements or similar agreements 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 shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common SharesNotes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies) no further corporate action filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of directors or its shareholders in connection therewith their stockholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among delivered by any of the Company’s shareholdersparties 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and, subject to Stockholder Approval, to issue the Underlying Shares in accordance with the Articles Supplementary. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board board of directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(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 consummate 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 otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with the terms hereof. The Company’s execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby (including, but not limited to, the sale and delivery issuance of the Common Shares) , the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by all necessary corporate action on the part 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 CompanyRegistration Rights Agreement and any other filings as may be required by any state securities agencies), and no further corporate action filing, consent, or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable 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, voting trust agreements or similar agreements 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 shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common SharesShares and the Warrants and the reservation for issuance and the subsequent issuance of the Warrant Shares upon exercise of the Warrants and the Underlying Shares upon conversion of the Preferred Stock) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement The Company covenants and agrees to seek the Requisite Stockholder Approval as soon as reasonably practicable after the Initial Closing Date and to recommend approval of such resolution. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common SharesShares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company’s Board of Directors or other governing body, as applicable, and no further corporate action filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of directors or its shareholders their stockholders or other governing body in connection herewith or therewith other than in connection with the Required Approvals. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Preferred Stock and, subject to the receipt of the Stockholder Approval, to issue the Common Shares Stock and the Non-Voting Common Stock, in accordance with the terms hereofof this Agreement and the Preferred Stock Designation. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale of the Purchased Shares and the delivery of the Common SharesSecurities) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series F-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereof and the shares of Class A Common Stock in accordance with the terms of the Additional Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares hereunder and the sale and delivery of shares of Class A Common SharesStock under the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith other than in connection with therewith. Each of the Required Approvals. This Agreement Transaction Documents has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 lawlaw or public policy. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Series C Preferred Shares in accordance with the terms hereofhereof and, subject to receipt of the Stockholder Approval, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s 's execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Series C Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or of Directors or, except for the Stockholder Approval, its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 or by other equitable principles of general application. Except as otherwise contemplated by this Agreement, (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 there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements arrangements with respect to the Company’s 's capital stock to which the Company is a party or, to the Company’s 's Knowledge, between or among any of the Company’s shareholders's stockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and by each of the other Transaction Documents to which it is a party and the Additional Agreements and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereof and the shares of Common Stock in accordance with the Additional Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the Additional Agreements and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares hereunder and the shares of Common SharesStock in accordance with the Additional Agreements) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board or its shareholders in connection therewith other than in connection with therewith. Each of the Required Approvals. This Agreement Transaction Documents has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) Convertible Debentures and the Warrants, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures and the Warrant Shares issuable upon the exercise of the Warrants), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith stockholders or other than in connection with governmental body (except such governmental filings and authorizations as are contemplated under the Required ApprovalsRegistration Rights Agreement). This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Registration Rights Agreement, the Convertible Debentures, and each of the other agreements or similar agreements with respect to the Company’s capital stock to which and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s shareholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares in accordance with the terms hereofhereof and, subject to the Shareholder Approvals, to issue the Underlying Shares in accordance with the Articles of Amendment. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or other similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereof and, subject to Stockholder Approval, to issue the Underlying Shares in accordance with the Certificate of Designations. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) Convertible Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Debentures), have been duly authorized by all necessary corporate action on the part of the Company, 's board of directors and no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith stockholders or other than in connection with governmental body (except such governmental filings and authorizations as are contemplated under the Required ApprovalsRegistration Rights Agreement). This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ ' rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Warrants, the Convertible Debentures, and each of the other agreements or similar agreements with respect to the Company’s capital stock to which and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s shareholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunderhereunder and thereunder, including, without limitation, to issue the Common Preferred Shares, including the Additional Patriot Shares, in accordance with the terms hereof and, subject to Shareholder Approval, to issue the Underlying Shares in accordance with the terms hereofCertificate of Determination. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Preferred Shares and the Underlying Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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 Except for Material Contracts, there are no shareholder stockholder agreements, voting agreements, voting trust agreements or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Lock-Up Agreements (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 consummate 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 otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with issuance of the terms hereof. The Company’s execution and delivery of this Agreement Notes, and the consummation by it reservation for issuance and the issuance of the transactions contemplated hereby (including, but not limited to, the sale and delivery Conversion Shares issuable upon conversion of the Common Shares) Notes, have been duly authorized by all necessary corporate action on the part Company's Board of Directors and other than (i) the filing of a Form D pursuant to Regulation D under the 1933 Act and any required notices or filings under applicable state securities or Blue Sky laws of the CompanyUnited States ("Blue Sky Laws") with respect to the transactions contemplated hereby, (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and (iii) as contemplated pursuant to Sections 4(i) and 4(k) hereof, no further corporate action filing, consent or authorization is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable 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, voting trust agreements or similar agreements 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 shareholdersremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereof. The Company’s execution and delivery by the Company of this Agreement Agreement, and the consummation by it the Company of the transactions contemplated hereby (including, but not limited to, the sale and delivery of the Common Shares) ), have been duly authorized by all necessary corporate action on the part of the CompanyCompany and its Board of Directors, and no further corporate action is required by the Company, its Board of Directors or its shareholders in connection therewith therewith, other than in connection with the Required ApprovalsFilings. This Agreement has been duly executed by the Company Company, and constitutes assuming the due authorization, execution and delivery of this Agreement by the Purchaser, will constitute the legal, valid and binding obligation of the Company enforceable against the Company it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation or similar laws Laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, ; (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawLaw. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) Secured Convertible Debenture, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Secured Convertible Debenture), have been duly authorized by all necessary corporate action on the part of the Company, ’s board of directors and no further corporate action filing, consent or authorization is required by the Company, its Board board of directors or its shareholders in connection therewith or other governmental body other than in connection with any filing, consent or authorization the Required Approvalsfailure of which to obtain would not reasonably be expected to have a Material Adverse Effect (as defined below). This Agreement has been been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements“Transaction Documents” means, voting agreementscollectively, voting trust this Agreement, the Registration Rights Agreement, the Secured Convertible Debenture, the Security Agreement, the Bitcoin Escrow Agreement, and each of the other agreements or similar agreements with respect to the Company’s capital stock to which and instruments entered into by the Company is a party oror delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to the Company’s Knowledge, between or among any of the Company’s shareholderstime.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the amended and restated registration rights agreement to consummate be entered into between the Company, the Series B Preferred Stockholder and the Purchaser on even date herewith in the form attached hereto as Exhibit G (the “Registration Rights Agreement”), the Note, the Warrant, the Contingent Warrant, the Security Agreement, the Guaranty Agreement, the Guarantor Security Agreement, the Stockholders’ Agreement and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities (which term, for the purposes of this Article III, includes, without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and otherwise to carry out its obligations hereunderthereby, including, without limitation, to issue the Common Shares in accordance with issuance of the terms hereof. The Company’s execution and delivery of this Agreement Note, the Warrant, the Contingent Warrant and the consummation by it of the transactions contemplated hereby (including, but not limited to, the sale and delivery of the Common Shares) Warrant Shares have been duly authorized by all necessary corporate action on the part of the CompanyBoard, and no further corporate action consent or authorization is required by the Company, its the Board or its shareholders in connection therewith other than in connection with the Required Approvalsstockholders. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company Company, and constitutes constitute the legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally the enforcement of, of creditors’ rights and remedies or by other equitable principles of general applicationgenerally, (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, voting trust agreements law or similar agreements 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 by principles of the Company’s shareholderspublic policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and, assuming each of the Transaction Documents constitutes a valid and constitutes binding obligation of the other parties thereto, is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 or by other equitable principles of general application. Except as set forth on Schedule 3.1(c) hereto, (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 there are no shareholder agreements, voting agreements, voting trust agreements preferred investment terms, preemptive rights for existing shareholders, or other similar agreements 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 shareholdersstockholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof and thereof. The Company’s Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by it the Company of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Shares) Securities), have been duly authorized by all necessary corporate action on the part Company’s board of directors, and (other than (i) the filing with the SEC of a Form D under Regulation D of the CompanySecurities Act (ii) any action necessary in order to qualify the Securities, and any other filings as may be required by any state securities agencies or “Blue Sky” laws of the states of the United States, and (iii) if applicable, the listing of the Securities, on a Principal Market (as defined below)) no further corporate action filing, consent or authorization is required by the Company, its Board Subsidiary, their respective boards of directors or its shareholders in connection therewith their stockholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents will be, prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable creditors’ rights and remedies or by other equitable principles of general application, (ii) and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and to contribution provisions may be limited by applicable federal or state securities law. There are no shareholder agreements, voting agreements, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the reservation for issuance and the subsequent issuance of shares of Series A-2 Preferred Stock upon conversion of the Shares and Preferred Warrant Shares upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder, including, without limitation, to issue the Common Shares in accordance with the terms hereofhereunder and thereunder. The Company’s execution and delivery of this Agreement each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Common Shares and the Warrants and the reservation for issuance and the subsequent issuance of shares of Series B-2 Convertible Preferred Stock upon conversion of the Shares and Series B-3 Convertible Preferred Stock upon exercise of the Warrants, and the Conversion Shares) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its shareholders stockholders in connection therewith other than in connection with the Required Approvals. This Agreement Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and constitutes is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) 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 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, voting trust agreements or similar agreements 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 to consummate the transactions contemplated hereby and otherwise to carry out perform its obligations hereunder, including, without limitation, under this Agreement and the other Transaction Documents and to issue the Common Shares Securities in accordance with the terms hereofhereof 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 Company’s execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by it the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, but not limited towithout limitation, the sale and delivery issuance of the Common Notes, the issuance of the Warrants and the issuance of the Warrant Shares) have been duly authorized by all necessary corporate action on the part of 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 of a Form D with the SEC and the filing(s) required by applicable state “blue sky” securities laws, rules and regulations (together the “Securities Filings”)) no further corporate action filing, consent or authorization is required by the Company, its Board Subsidiaries, their respective boards of directors or its shareholders in connection therewith their stockholders or other than in connection with the Required Approvalsgoverning body. This Agreement has been been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and each constitutes the legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally generally, the enforcement of, of applicable 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, voting trust agreements or similar agreements 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.remedies