Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Each Issuer has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Note, the Warrant, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) among the Issuer and the Investor, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, Issuers and the consummation by the Company and its Subsidiaries Issuers of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesNote, the Warrantsreservation for issuance and the issuance of the Exchange Shares and the Interest Shares, the Incremental Warrants and issuance of the Incremental Notes Warrant and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrant, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board each Issuer's applicable Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the CompanyIssuers, its Subsidiaries, their respective boards Boards of directors Directors or their stockholders or other governing bodystockholders. This Agreement has been, and the other Transaction Documents to which it is a party on the Closing Date will be prior to the Closingbe, duly executed and delivered by the CompanyIssuers, and each constitutes constitute, or as of the Closing Date will constitute, the legal, valid and binding obligations of the CompanyIssuers, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights Issuers and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights AgreementDocuments , the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-up Agreements (as defined in Section7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Notes and the Warrants, the Incremental Warrants and the Incremental Notes reservation for issuance and the issuance of the Conversion Shares and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board 's Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC Agreement and any (other filings as may be required by any state securities agencies) and the approval of the Company’s Listing of Additional Shares application by The NASDAQ Stock Market, no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries' respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities lawapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. “Transaction Documents” means, collectively, For purposes of this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guarantiesterm "Security Documents" means Guarantee Agreement, the Security Documents, the Registration Rights Agreement, any account control agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Irrevocable Transfer Collateral Agent Instructions (as defined below) to create, perfect, and continue perfected or to better perfect the Collateral Agent’s security interest in and liens on all of the assets of the Company and each of the other agreements its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and instruments entered into or delivered by any in order to fully consummate all of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeunder the other Transaction Documents.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b) below), the Warrants, and each of the other Transaction Documents and agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS") and, to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Common Shares, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, the granting of a security interest in the Collateral (as applicabledefined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, (ii) the filing with the SEC and applicable state securities commissions of Form D and related filings, (iii) the filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office as may be required with respect to the perfection of a security interest against the Company's patents, trademarks and copyrights, and (iv) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

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

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities (as defined below) in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and issuance of the Conversion Shares issuable upon conversion of the Notes, the Warrants, issuance of the Incremental Warrants and the Incremental Notes Amended Warrants and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableAmended Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing bodybody and, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party be delivered on or prior to the Closing will be prior to the Closing, duly executed and delivered by the Company, and each constitutes upon such execution will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction DocumentsSecurities” means, means collectively, this Agreement, the Notes, the Warrants, the Incremental Amended Warrants, Warrant Shares, Notes and Conversion Shares. “Warrant Shares” means any shares of Common Stock issued pursuant to the Incremental Notes, Warrants and the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeAmended Warrants.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Convertible Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Convertible Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicabledirectors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and (i) any other filings as may be required by any state securities agenciesagencies and (ii) a Listing of Additional Shares Notification with the Principal Market (as defined below) (collectively, the “Required Filings”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental NotesSecurity Documents, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(j)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesPreferred Shares, the Warrantsreservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, the Incremental issuance of the Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s 's board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) the filing with the SEC of a Form D with the SEC and (iii) any other filings as may be required by any state securities agencies) ), no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except remedies. The Certificate of Designations in the form attached hereto as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, Exhibit A has been filed with the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Nevada and instruments entered into or delivered by any of is in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timehas not been amended.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Debentures, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Agreement, the Guaranty, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, Parent have been duly authorized by each of the Company’s and Parent’s Board of Directors and the consummation by the Company and its Subsidiaries Parent of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Debentures by the Warrants, the Incremental Warrants Company and the Incremental Notes and the reservation for issuance and issuance of the Conversion SharesClosing Securities, the Warrant Shares, the Incremental Warrant Interest Shares and Incremental Conversion the Threshold Shares issuable upon conversion or exercise of the Notesby Parent, the Warrants and Incremental Notes, as applicable) have been or will be at the time of issuance duly authorized by the Company’s board Board of directors Directors and each Parent’s Board of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D Agreement and other than filings with the SEC and any other filings “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders or other governing bodyParent, its Board of Directors or its stockholders. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be even date herewith have been duly executed and delivered by each such Subsidiaryof the Company and Parent, and shall constitute the legal, valid and binding obligations of each such Subsidiaryof the Company and Parent, enforceable against each such Subsidiary the Company and Parent in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company Each Obligor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Note to which it is party, the Pledge Agreement (as amended pursuant to the Omnibus Amendment, the Guaranty (as amended pursuant to the Omnibus Amendment), and each of the other agreements, documents and certificates entered into executed and delivered by any Obligor to Lender in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities Note in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Borrower and its Subsidiaries, each Obligor has been duly authorized by the Borrower’s and each Obligor’s Board of Directors and the consummation by the Company Borrower and its Subsidiaries each Obligor of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesNote by the Borrower and each Obligor, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have has been duly authorized by the Company’s board their respective Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicableDirectors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiariesany Borrower and each Obligor, their respective boards of directors or their stockholders (or other governing body) or its stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Borrower and each constitutes Obligor and constitute the legal, valid and binding obligations of the CompanyBorrower and each Obligor, enforceable against the Company Borrower and each Obligor in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable regulatory, bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

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

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes Shares and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing bodybody in connection herewith or therewith other than in connection with the Required Approvals. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to The Certificate of Designation in the Closing, form attached hereto as Exhibit B has been filed with the Transaction Documents to which each Subsidiary Secretary of State of the State of Nevada and is a party will be duly executed in full force and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiaryeffect, enforceable against each such Subsidiary the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights its terms and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timehas not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents (as defined below) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notesshares of Series B Preferred Stock, the Warrantsshares of Series C Preferred Stock, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Series B Preferred Conversion Shares, the Warrant Series C Preferred Conversion Shares, the Incremental Note and the Note Conversion Shares, the Series A Warrants and the Series A Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise the Series B Warrants and the reservation (as contemplated in Section 3(c) and the Series B Certificate of Designations, the Series C Certificate of Designations, the Note, the Series A Warrants and the Series B Warrants) for issuance of the NotesSeries B Preferred Conversion Shares, the Warrants Series C Preferred Conversion Shares, the Note Conversion Shares, the Series A Warrant Shares and Incremental Notes, as applicablethe shares of Series C Preferred Stock) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing bodydirectors, as applicableand, and (other than except for the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights AgreementSeries B Certificate of Designations and the Series C Certificate of Designations, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closingconsummation of the transactions contemplated hereby, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the NotesNote, the Series B Certificate of Designations, the Series C Certificate of Designations, the Series A Warrants, the Incremental Series B Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Subject to the receipt of the written consent of its stockholders, the Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subject to the receipt of the written consent of their respective stockholders, each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicableapplicable (with respect to the Transaction Documents to which each of the Subsidiaries are a party thereto), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a proxy statement with respect to the Business Combination, a Form D with the SEC and any other filings as may be required by any state securities agencies, consents of their respective stockholders) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (or other governing body) or their stockholders. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective termsterms (assuming that this Agreement and the other Transaction Documents to which the Company is a party will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Buyers party hereto), except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the ClosingClosing and subject to the receipt of the written consent of their respective stockholders, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Lock-Up Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. i) The Holding Company has the requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Subscription Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesWarrants, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, including the issuance of the NotesWarrant Shares upon exercise of the Warrants. The execution, delivery and performance by the Holding Company of this Subscription Agreement and the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrants, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board and no further corporate action on the part of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing Holding Company is required in connection with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further authorization thereof. No filing, consent consent, or authorization is required by the Holding Company, the Board or its Subsidiaries, their respective boards of directors or their stockholders or other governing bodywith respect to the Sub Debt Transaction. This Subscription Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, been duly executed and delivered by the CompanyHolding Company and constitutes, and, upon execution and each constitutes delivery thereof by the Holding Company as contemplated herein, the Warrants will constitute, legal, valid and binding obligations of the Holding Company, enforceable against the Holding Company in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except or as rights to indemnification and to or contribution may be limited by federal the securities laws and public policy relating thereto. ii) The Bank has the requisite corporate power and authority to execute, deliver and perform its obligations under this Subscription Agreement and the Notes. The execution, delivery and performance by the Bank of this Subscription Agreement and the Notes have been duly authorized by the Bank Board and no further corporate action on the part of the Bank is required in connection with the authorization thereof. No filing, consent, or state securities law. Prior authorization is required by the Bank, the Bank Board or the Holding Company, as its sole stockholder, with respect to the Closing, the Transaction Documents to which each Subsidiary is a party will be Sub Debt Transaction. This Subscription Agreement has been duly executed and delivered by each such Subsidiarythe Bank and constitutes, and, upon execution and shall constitute delivery thereof by the Bank as contemplated herein, the Notes will constitute, legal, valid and binding obligations of each such Subsidiarythe Bank, enforceable against each such Subsidiary the Bank in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except or as rights to indemnification and to or contribution may be limited by federal or state the securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) laws and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timepublic policy relating thereto.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state or foreign securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the GuarantiesRegistration Rights Agreement, the Security DocumentsAgreement, the Registration Rights Subordination Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company and its Subsidiaries each has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) to which it is a party, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, and the Warrants and Incremental Notesgranting of a security interest in the Collateral (as defined in the Security Documents), as applicable) have been duly authorized by the Company’s board of directors and each of its such Subsidiaries’ board respective Board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filingconsent, consent or authorization is required by the Company, its such Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyrespective stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the CompanyCompany and such Subsidiaries, and each constitutes constitute the legal, valid and binding obligations of the CompanyCompany and such Subsidiaries, enforceable against the Company in accordance with its respective terms, except as and such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Exchange Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Exchange Documents to which it is a party. The execution and delivery by the Company of this Agreement and the other Transaction Exchange Documents by the Company and its Subsidiariesto which it is a party, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Convertible Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicabledirectors, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Amended and Restated Registration Rights Agreement) in accordance with the requirements of the Amended and Restated Registration Rights Agreement, a Form D with the SEC Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders its shareholders. The execution and delivery by each Subsidiary of the Exchange Documents to which it is a party, and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by the board of directors of such Subsidiary, and no further filing, consent or other governing bodyauthorization is required by such Subsidiary, its board of directors or its stockholders. This Agreement has been, and the other Transaction Exchange Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its 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. Prior to the Closing, the Transaction The Exchange Documents to which each Subsidiary it is a party will be have been duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the 8-K Filing (as defined below), a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies and such filings with the necessary state and/or local authorities as required by the Security Documents (collectively, the “Required Approvals”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Closing, discretion of the Transaction Documents to court before which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability any proceeding therefor 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 lawbrought. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the GuarantiesEscrow Agreement, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Each of Parent and the Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Debentures, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Pledge and Security Agreement among the Company, Parent and the Buyers dated the date hereof (the “Security Agreement”), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, Parent have been duly authorized by each of the Company’s and Parent’s Board of Directors and the consummation by the Company and its Subsidiaries Parent of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Debentures by the Warrants, the Incremental Warrants Company and the Incremental Notes and the reservation for issuance and issuance of the Conversion SharesClosing Shares by Parent, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board of directors Directors and each Parent’s Board of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D Agreement and other than filings with the SEC and any other filings “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders or other governing bodyParent, its Board of Directors or its stockholders. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be even date herewith have been duly executed and delivered by each such Subsidiaryof the Company and Parent, and shall constitute the legal, valid and binding obligations of each such Subsidiaryof the Company and Parent, enforceable against each such Subsidiary the Company and Parent in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has has: (i) the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Agreement, and to issue the Securities Preferred Stock in accordance with the terms hereof and thereof. Each Subsidiary has ; (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries commitment of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, Parent to issue the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, and the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicablepursuant to this Agreement, and (other than iii) this Agreement constitutes, shall constitute, the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. The Parent has: (i) the requisite corporate power and except as rights authority to indemnification enter into and perform its obligations under this Agreement, and to contribution may be limited by federal or state securities law. Prior to issue the ClosingWarrants, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such SubsidiaryWarrant Shares, and the Conversion Shares pursuant to this Agreement, and (ii) this Agreement constitutes, shall constitute constitute, the legal, valid and binding obligations of each such Subsidiary, the Parent enforceable against each such Subsidiary the Parent in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. The Company commits to deliver to the Investor a true and except as rights correct copy of a unanimous written consent creating and authorizing the issuance of the Preferred Stock pursuant to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each . No other approvals or consents of the other agreements Company’s or Parent’s Boards of Directors and/or Shareholders is necessary under applicable laws and instruments entered into the Company’s or delivered by Parent’s Articles of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the parties hereto in connection with the transactions contemplated hereby hereby, including, but not limited to, the issuance of the Preferred Shares, Warrants, Warrant Shares and thereby, as may be amended from time to timethe Conversion Shares.

Authorization; Enforcement; Validity. The Company Each of the Parent and its Subsidiaries has the requisite corporate power and authority authority, to the extent it is a party thereto or bound thereby, to enter into and perform its obligations under this Agreement Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(p)), and each of the other agreements entered into by the applicable parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the their respective Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Parent and its Subsidiaries, the Companies and the consummation by the Company Parent and its Subsidiaries the Companies of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesPreferred Shares, issuance of the WarrantsExchange Rights, the Incremental Warrants and the Incremental Notes and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Exchange Shares issuable upon conversion or exercise exchange of the Notes, the Warrants and Incremental Notes, as applicable) Preferred Shares have been duly authorized by the Company’s board of directors of the Parent and the Board of Directors of each of its Subsidiaries’ board the Companies and other than such filings required under Applicable Securities Laws and the approval of directors or other governing body, as applicablethe Toronto Stock Exchange ("TSX") and NYSE MKT LLC ("NYSE MKT", and (other than together with TSX, the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies"Principal Markets") no further filing, consent consent, or authorization is required by the Parent, either Company, its Subsidiaries, or any of their respective boards of directors or their stockholders or other governing bodyand/or shareholders. This Agreement has been, and the other Transaction Documents to which it is they are a party will be prior to the Closing, have been duly executed and delivered by the Parent and each Company, as applicable, and each constitutes constitute the legal, valid and binding obligations of the Parent and each Company, as applicable, enforceable against the Company in accordance with its respective termsParent and each Company, except as such enforceability may be limited by general principles of equity or applicable bankruptcyapplicable, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. The respective Articles of Amendment in the form attached hereto as Exhibit A-1 and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection A-2 has been filed with the transactions contemplated hereby Registrar or Corporate Affairs in Barbados, and therebyon receipt of a Certificate of Amendment will be in full force and effect, as may be amended from time to timeenforceable against each Company in accordance with its terms, and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and Incremental Notes, as applicablethe reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party be delivered on or prior to the applicable Closing will be prior to the such Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitationlimitation and subject to the provisions contained in Section 2(c) above, the issuance of the Notes, Notes and issuance of the Warrants, Conversion Shares issuable upon conversion of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion any Interest Shares issuable upon conversion or exercise pursuant to the terms of the Notes, the issuance of the Warrants and Incremental Notes, as applicablethe reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, body and (other than the filing with the SEC of one or more Registration Statements a prospectus supplement in accordance connection with the requirements Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (a “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Rights Agreement, a Form D with Statement (the SEC “Prospectus”) (and any other filings as may be required by any state securities agencies) agencies in connection therewith), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party be delivered on or prior to the Closing will be prior to the Closing, duly executed and delivered by the Company, and each constitutes upon such execution will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the WarrantsSecurity Agreement (as defined below), the Incremental WarrantsSubsidiary Guarantee(s) (as defined below), the Incremental NotesCash Collateral Account Agreement (as defined below), the Guaranties, the Security Documents, the Registration Rights AgreementWarrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents"), and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has thereof and to redeem the requisite power and authority 900 Series A Preferred Shares being redeemed pursuant to enter into and perform its obligations under the Transaction Documents to which it is a partythis Agreement. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the execution and filing of each of the Certificates of Designations by the Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitationlimitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Notes, the Warrants, the Incremental Warrants Common Shares and the Incremental Notes Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesPreferred Shares, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board 's Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of shares of Common Stock greater than that number of shares of Common Stock that the Company may issue without breaching the Company's obligations under the rules or other governing bodyregulations of the Nasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement has been, and the other The Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. Prior Each of the Certificates of Designations has been filed prior to the Closing, Closing Date with the Transaction Documents to which each Subsidiary is a party Secretary of State of the State of Delaware and will be duly executed in full force and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiaryeffect, enforceable against each such Subsidiary the Company in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants Preferred Shares and the Incremental Notes Warrants and the reservation for issuance and issuance of the Conversion Shares, issuable upon conversion of the Warrant Series C Preferred Shares, and the Incremental issuance of the Warrant Shares and Incremental Conversion the reservation for issuance and issuance of the Warrant Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies, the filing of requisite notice and/or application to the Principal Market for the issuance and sale of the Securities and the filings required by Section 4(i) of this Agreement) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing bodybody of the Company. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental WarrantsCertificate of Designation, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental WarrantsAccount Control Agreements (as defined in the Notes), the Incremental NotesSubordination Agreement (as defined below), the GuarantiesSubordinated Notes (as defined below), the Security DocumentsSubordinated Warrants (as defined below), the Subordinated Note Purchase Agreement (as defined below), the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has and its Subsidiaries have the requisite power and authority to enter into and perform its their obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the reservation for issuance and issuance any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and directors, each of its Subsidiaries’ Subsidiary’s board of directors or other governing body, as applicable, body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders shareholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes of its Subsidiaries and constitute the legal, valid and binding obligations of the CompanyCompany and it Subsidiaries, enforceable against the Company in accordance with and its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental WarrantsSecurity Documents, the Incremental NotesGuarantees, the Guaranties, the Security DocumentsSubordination Agreement, the Registration Rights Agreement, the Voting Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents"), and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has thereof and to redeem the requisite power and authority 1,200 Series A Preferred Shares being redeemed pursuant to enter into and perform its obligations under the Transaction Documents to which it is a partythis Agreement. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the execution and filing of each of the Certificates of Designations by the Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitationlimitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Notes, the Warrants, the Incremental Warrants Common Shares and the Incremental Notes Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesPreferred Shares, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board 's Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of shares of Common Stock greater than that number of shares of Common Stock that the Company may issue without breaching the Company's obligations under the rules or other governing bodyregulations of the Nasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement has been, and the other The Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. Prior Each of the Certificates of Designations has been filed prior to the Closing, Closing Date with the Transaction Documents to which each Subsidiary is a party Secretary of State of the State of Delaware and will be duly executed in full force and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiaryeffect, enforceable against each such Subsidiary the Company in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Issuer and each of the Guarantors that is a corporation has the requisite corporate power and authority authority, and each of the Guarantors that is a limited liability company has the requisite limited liability company power and authority, to enter into and perform its obligations under this Agreement and each of the other Transaction Operative Documents and and, in the case of the Issuer, to issue the Securities Notes and the Exchange Notes, and, in the case of the Guarantors, to enter into the Guarantees and the Exchange Note Guarantees, in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Operative Documents by the Company Issuer and its Subsidiariesthe Guarantors, as applicable, and the consummation by the Company Issuer and its Subsidiaries the Guarantors of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance and sale of the Notes, the WarrantsGuarantees, the Incremental Warrants and the Incremental Exchange Notes and the reservation for issuance and issuance of the Conversion SharesExchange Note Guarantees, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the CompanyIssuer’s board and Guarantors’ respective Boards of directors and each of its Subsidiaries’ board of directors Directors or other governing body, as applicable, managers or managing members and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any federal and state securities agencieslaws with respect to the Issuer’s obligations under the Registration Rights Agreement) no further filing, consent or authorization is required by the Company, its SubsidiariesIssuer or the Guarantors, their respective boards Boards of directors Directors or managers or managing members or their stockholders or other governing bodymembers, as applicable. This Agreement has beenbeen duly authorized, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyIssuer and each of the Guarantors and is, and upon execution and delivery of the Operative Documents by the Issuer and the Guarantors, each constitutes of the Operative Documents will be, the legal, valid and binding obligations of the CompanyIssuer and the Guarantors (to the extent parties thereto), enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary them in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes Preferred Stock and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Preferred Stock and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the 6-K Filing (as defined below), a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing bodybody of the Company. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the applicable Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security DocumentsCertificates of Designation, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Note Purchase Agreements, the Master Netting Agreement, the Registration Rights Agreement, the Investor Note, the Voting Agreements (as defined below), the Leak-Out Agreements (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

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

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and from and after the Authorized Share Increase Date (as defined below) the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the issuance of the Warrants and Incremental Notes, from and after the Authorized Share Increase Date the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants and the granting of a security interest in the Collateral (as applicabledefined in the Security Documents)) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ 's board of directors or other governing body, as applicable, body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “"Transaction Documents” " means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. The Transaction Documents to be executed at any Additional Closing will be duly executed and delivered by the Company, and when so executed and delivered, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants Common Shares and the Incremental Notes issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the NotesCommon Shares, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has Parent, ICA-T and the Subsidiaries have the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the their respective Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Parent, ICA-T and its the Subsidiaries, and the consummation by the Company Parent, ICA-T and its the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the NotesParent Note, the Warrants, the Incremental Warrants Parent Warrant and the Incremental Notes and ICA-T Note the SPA Share Reservation, the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Parent Underlying Shares and Incremental Conversion Shares issuable upon conversion or of the ICA-T and the Parent Note and exercise of the Notes, Parent Warrant and the Warrants and Incremental Notes, as applicableSecurity Documents) have been duly authorized by the CompanyParent’s and ICA-T’s board of directors and each of its the Subsidiaries’ board of directors or other governing body, as applicableapplicable (and to the extent necessary, the stockholders of the Parent, ICA-T and the Subsidiaries), and (other than (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights set forth in this Agreement, (ii) the filing of a Form D with the SEC and any SEC, (iii) all other filings as may be filing(s) required by any applicable state securities agencies, (iv) the Form 8-K filing (as defined below), and (v) the filings of such documents, instruments and/or items required to effectuate and perfect all Liens and security interests of the Buyer under the Transaction Documents including the Security Documents (the items set forth in (i)-(v), collectively, the “Required Filings”) no further filing, consent or authorization is required by the CompanyParent, its ICA-T or any of their respective Subsidiaries, their respective boards of directors or their stockholders or other governing bodybody in connection with the execution and performance of this Agreement and the other Transaction Documents and the performance of their respective obligations hereunder and thereunder. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyParent, ICA-T and the Subsidiaries, and each constitutes the legal, valid and binding obligations of ICA-T, the CompanyParent and the Subsidiaries, enforceable against ICA-T, the Company Parent and the Subsidiaries in accordance with its 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. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the NotesParent Note, ICA-T Note, the WarrantsParent Warrant, the Incremental WarrantsParent Common Stock, the Incremental NotesParent Conversion Shares, the GuarantiesParent Warrant Shares, the Security DocumentsParent Underlying Shares, the Registration Rights AgreementFlow of Funds Letter, the Buyer Deed of Trust, the Irrevocable Transfer Agent Instructions (as defined below) ), the Confession of Judgment (as defined below), the Guaranties, the IP Security Agreement (as defined in the Security Agreements), the Security Agreements, the other Security Documents, all Closing documents and each of the other agreements agreements, certificates and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended and/or modified from time to timetime and includes for each all amendments, supplements and/or other modifications and all schedules, exhibits and/or annexes to each.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, body and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Securities, the Certificate of Designation, the Warrants, the New Notes, the Loan Agreements, the other Loan Documents (as defined in each of the Bridge Loan and the Loan Agreement), the Investor Rights Agreement and each of the other agreements and documents entered into by the parties hereto in connection with the transactions contemplated by this Agreement (this Agreement, the Securities, the Certificate of Designation, the Warrants, the New Notes, the Loan Agreements, the other Loan Documents, the Investor Rights Agreement and such other agreements and documents being hereinafter referred to collectively as the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has Except as set forth on Schedule 2.2, the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesPreferred Shares, the reservation for issuance and the issuance of the Conversion Shares, the issuance of the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise the issuance of the Notes, the Warrants and Incremental Notes, as applicable) New Notes have been duly authorized by the Company’s 's board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders or other governing bodyits shareholders. This Agreement has been, and the other Transaction Documents to which it is a party have been, or when delivered hereunder and thereunder will be prior to the Closinghave been, duly executed and delivered by the CompanyCompany and constitute, and each constitutes or when so delivered will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Parent has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofDocuments. Each Parent Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Parent and its Parent Subsidiaries, and the consummation by the Company Parent and its Parent Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Preferred Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the CompanyParent’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanyParent, its Parent Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the CompanyParent, and each constitutes the legal, valid and binding obligations of the CompanyParent, enforceable against the Company Parent in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Parent Subsidiary is a party will be duly executed and delivered by each such Parent Subsidiary, and shall constitute the legal, valid and binding obligations of each such Parent Subsidiary, enforceable against each such Parent Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a partyits Guaranty. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes and the reservation for issuance and issuance any Interest Shares issuable pursuant to the terms of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors or a duly appointed committee thereof (collectively, the “Board”). The execution and delivery by each Subsidiary of its Subsidiaries’ Guaranty and the performance by such Subsidiary of its obligations contained therein have been duly authorized by the board of directors or other governing body, as applicable, and (other body of such Subsidiary. Other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, the 8-K Filing (as defined below), a Form D with the SEC and SEC, any other filings as may be required by any state securities agenciesagencies and any listing application and related notices and filings to be made with the Principal Market (as defined in Section 3(d) (collectively, the “Required Approvals”), no further filing, consent or authorization is required by the Company, Company or its Subsidiaries, their respective boards of directors or their stockholders (other than the Stockholder Approval (as defined in Section 4(v), if required) or other governing bodybodies in connection with the transactions contemplated by this Agreement. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior law and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Closingdiscretion of the court before which any proceeding therefor may be brought. Each Guaranty, the Transaction Documents to which each Subsidiary is when executed and delivered by a party Subsidiary, will be duly executed and delivered by each such Subsidiary, Subsidiary and shall constitute the legal, valid and binding obligations obligation of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawlaw and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The Except as set forth on Schedule 3(b), the execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than obtaining the Stockholder Approval (as defined below), the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawlaw and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.which

Authorization; Enforcement; Validity. The Each of the Company and each of its Subsidiaries has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which such Person is a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and each of its Subsidiaries, Subsidiaries and the consummation by the Company and each of its Subsidiaries of the transactions contemplated hereby and thereby (includingthereby, without limitation, including the issuance of the Notes, the Guaranties, the Warrants, the Incremental Warrants Warrant Shares and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board respective boards of directors directors, members, managers, trustees, stockholders, other equityholders or holders of beneficial interests, as applicable, of the Company and each of its Subsidiaries’ board of directors or other governing body, as applicable, Subsidiaries and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, any of its Subsidiaries, Subsidiaries or any of their respective boards of directors directors, members, managers, trustees, stockholders, other equityholders or their stockholders or other governing bodyholders of beneficial interests, as applicable. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, dated of even date herewith have been duly executed and delivered by the CompanyCompany and each of its Subsidiaries that is a party thereto, and each constitutes constitute the legal, valid and binding obligations of the CompanyCompany and each of its Subsidiaries, enforceable against the Company and each of its Subsidiaries in accordance with its their respective terms, except as such enforceability may be limited by general principles . As of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents dated after the date of this Agreement and on or prior to which each Subsidiary is a party will be the Closing Date shall have been duly executed and delivered by the Company and each such Subsidiary, of its Subsidiaries that is a party thereto and shall constitute the legal, valid and binding obligations of the Company and each such Subsidiaryof its Subsidiaries, enforceable against the Company and each such Subsidiary of its Subsidiaries in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each general principles of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeequity.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its 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. Prior to the Closing, the The Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiary, and shall constitute constitutes the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Each Obligor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Note, the Pledge Agreement, the Warrant, the Guaranty to which it is party, and each of the other agreements, documents and certificates entered into executed and delivered by any Obligor to Lender in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities Note, the Warrant, the Option and the Commitment Fee Shares in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Borrower and its Subsidiaries, each Obligor has been duly authorized by the Borrower’s and each Obligor’s Board of Directors and the consummation by the Company Borrower and its Subsidiaries each Obligor of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesNote, the WarrantsWarrant, the Incremental Warrants Option and the Incremental Notes Commitment Fee Shares by the Borrower and the reservation for issuance and issuance of the Conversion Shareseach Obligor, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have has been duly authorized by the Company’s board their respective Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicableDirectors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiariesany Borrower and each Obligor, their respective boards of directors or their stockholders (or other governing body) or its stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Borrower and each constitutes Obligor and constitute the legal, valid and binding obligations of the CompanyBorrower and each Obligor, enforceable against the Company Borrower and each Obligor in accordance with its their respective terms, except as such enforceability may be limited by general principles of equity or applicable regulatory, bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company Each of the Borrowers has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Lock-Up Agreement, the Irrevocable Transfer Agent Instructions, the Security Agreement, the Fee Letter, the Mortgages, the Intellectual Property Security Agreements, the Affiliate Subordination Agreement and each of the other agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, Borrowers have been duly authorized by each of the Borrowers’ respective board of directors (or other governing body) and the consummation by the Company and its Subsidiaries Borrowers of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Notes by the Warrants, the Incremental Warrants Borrower and the Incremental Notes and the reservation for issuance and issuance of the Conversion SharesShares by the Principal Borrower, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its SubsidiariesBorrowers’ board of directors (or other governing body) and the Principal Borrower’s board of directors, as applicablerespectively, and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D Agreement and other than filings with the SEC and any other filings “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent consent, or authorization is required by the Companyany Borrower, its Subsidiaries, their respective boards board of directors or their stockholders (or other governing body) or its stockholders. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiaryof the Borrowers party thereto, and shall constitute the legal, valid and binding obligations of each such Subsidiaryof the Borrowers party thereto, enforceable against each of such Subsidiary Borrowers in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the Subsidiaries and the consummation by the Company and its the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesCommon Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of a Notice on Form D and one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC Section 4(n) hereof and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its the Subsidiaries, their respective boards Boards of directors Directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “The Transaction Documents” meansDocuments to which each Subsidiary is a party have been duly executed and delivered by each such Subsidiary, collectivelyand constitutes the legal, this Agreementvalid and binding obligations of such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (enforcement of applicable creditors’ rights and remedies and except as defined below) rights to indemnification and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.contribution

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Stockholders Agreement, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(xii)), the Proprietary Information and Inventions Agreements (as defined in Section 7(xiii)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Preferred Shares and Warrants and the Incremental Notes reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC Agreement and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except remedies. The Certificate of Designations in the form attached hereto as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, Exhibit A has been filed with the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Delaware and instruments entered into or delivered by any of is in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timehas not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and its Subsidiaries, the Subsidiaries and the consummation by the Company and its the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Manager, the equivalent governing body of directors and each of its Subsidiaries’ board the Subsidiaries and the holders of directors or other governing body, as applicableCompany Units, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its the Subsidiaries, their respective boards of directors the Manager or their stockholders or any other governing bodybody of the Company, the governing body of any of the Subsidiaries, the holders of Company Units or the stockholders, members or holders (as applicable) of any of the Subsidiaries. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, dated of even date herewith have been duly executed and delivered by the CompanyCompany and each of the Subsidiaries party thereto, and each constitutes constitute the legal, valid and binding obligations of the CompanyCompany and each of the Subsidiaries party thereto, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles and each of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a Subsidiaries party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary thereto in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies general principles of equity. As of the Closing Date, the Transaction Documents dated after the date of this Agreement and on or prior to the Closing Date shall have been duly executed and delivered by the Company and each of the Subsidiaries party thereto and shall constitute the valid and binding obligations of the Company and each of the Subsidiaries party thereto, enforceable against the Company and each of the Subsidiaries party thereto in accordance with their respective terms, except as rights to indemnification and to contribution may be limited by federal bankruptcy, insolvency, fraudulent conveyance or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) similar laws affecting creditors’ rights generally and each general principles of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeequity.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental WarrantsVoting Agreement (as defined below), the Incremental Notes, the Guaranties, the Security Documents, the \the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, application with respect to the issuance of the Letter of Credit (as defined below) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Notes and the Warrants, the Incremental Warrants reservation for issuance and the Incremental Notes and issuance of the Conversion Shares issuable upon conversion of the Notes, the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrants, and the Warrants and Incremental Notes, granting of a security interest in the Collateral (as applicabledefined in the Security Documents) have been duly authorized by the Company’s board Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Pledge and Security Agreement, and (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Exchange Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Exchange Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Exchange Notes and the issuance of the Exchange Warrant and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableExchange Warrant) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC U.S. Securities and Exchange Commission (the “SEC”) of one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or the Principal Market or any other trading market or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Exchange Notes, the WarrantsExchange Warrant, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Exchange Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Exchange Documents to which it is a party. The execution and delivery by the Company of this Agreement and the other Transaction Exchange Documents by the Company and its Subsidiariesto which it is a party, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes Warrant and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrant) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicabledirectors, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Amended Registration Rights Agreement) in accordance with the requirements of the Amended Registration Rights Agreement, a Form D with the SEC Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders its shareholders. The execution and delivery by each Subsidiary of the Exchange Documents to which it is a party, and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by the board of directors of such Subsidiary, and no further filing, consent or other governing bodyauthorization is required by such Subsidiary, its board of directors or its stockholders. This Agreement has been, and the other Transaction Exchange Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its 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. Prior to the Closing, the Transaction The Exchange Documents to which each Subsidiary it is a party will be have been duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents (as defined below) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notesshares of Series A Preferred Stock and the reservation for issuance and issuance of the Preferred Conversion Shares issuable upon conversion of the shares of Series A Preferred Stock, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Note Conversion Shares issuable upon conversion or of the Note and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing bodydirectors, as applicableand, and (other than except for the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights AgreementCertificate of Designations and Stockholder Approval (as defined below), a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closingconsummation of the transactions contemplated hereby, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Certificate of Designations, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights AgreementConfessions of Judgment (as defined below), the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

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

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be filing(s) required by any applicable state “blue sky” securities agencieslaws, rules and regulations (together the “Securities Filings”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions Lock-Up Agreement (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and and, except as set forth in Section 3(b) of the Disclosure Letter, perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes Preferred Stock and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion of, or as dividends on, the Preferred Stock, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with a final prospectus supplement relating to the requirements of transactions contemplated hereby (the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies“Prospectus Supplement”)) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing bodybody or regulatory authority. This Agreement has been, and the other Transaction Documents to which it the Company is a party have been (or upon delivery will be prior to the Closing, have been) duly executed and delivered by the CompanyCompany and when delivered in accordance with the terms hereof and thereof, and each constitutes will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights AgreementCertificate of Determination, the Irrevocable Transfer Agent Instructions (as defined belowin Section 5(b)) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby. The Company has no reason to believe that it will be unable to comply with any of its obligations under any of the Transaction Documents (including, without limitation, as may be amended from time to timea result of application of Section 500 or Section 501 of the California Corporations Code).

Authorization; Enforcement; Validity. The Company Each of the Borrowers has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Put Agreement, the Irrevocable Transfer Agent Instructions, the Security Agreement, the Fee Letter and each of the other agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, Borrowers have been duly authorized by each of the Borrowers’ respective board of directors (or other governing body) and the consummation by the Company and its Subsidiaries Borrowers of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Notes by the Warrants, the Incremental Warrants Borrowers and the Incremental Notes and the reservation for issuance and issuance of the Conversion SharesShares by Parent, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its SubsidiariesBorrowers’ board of directors (or other governing body) and Parent’s board of directors, as applicable, and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D Agreement and other than filings with the SEC and any other filings “Blue Sky” authorities as may be required by any state securities agenciestherein) no further filing, consent consent, or authorization is required by the Companyany Borrower, its Subsidiaries, their respective boards board of directors or their stockholders (or other governing body) or its stockholders. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiaryof the Borrowers party thereto, and shall constitute the legal, valid and binding obligations of each such Subsidiaryof the Borrowers party thereto, enforceable against each of such Subsidiary Borrowers in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesPurchased Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrants, and the Warrants availability for issuance pursuant to the ADR Registration Statement and Incremental Notes, as applicableissuance of the ADR Securities) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing of a home country practice letter with respect to the ADR Securities with the Principal Market (as defined below), (ii) the filing with the SEC of one or more the prospectus supplement required by the Registration Statements in accordance with Statement pursuant to Rule 424(b) under the requirements 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Rights AgreementStatement (the “Prospectus”), and (iii) the filing of a Form D with registration statement for issuance of Ordinary Shares upon exercise of the SEC Series B Warrant and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders its shareholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the ClosingThe Deposit Agreement has been duly authorized, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, the Company and shall constitute constitutes the legal, valid and binding obligations of each such Subsidiarythe Company, enforceable against each such Subsidiary the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights AgreementIrrevocable Registrar Service Provider Instructions (as defined below), the Irrevocable Transfer Agent Depositary Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the Subsidiaries and the consummation by the Company and its the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesCommon Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Notice on Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its the Subsidiaries, their respective boards Boards of directors Directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its 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. Prior to the Closing, the The Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiary, and shall constitute constitutes the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) in Section 5(b)), the Consulting Agreement, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5 of this Agreement) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents"), and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary On or before the Closing Date, the Company will have duly adopted, executed and filed with the Secretary of State of the State of Delaware a Certificate of Designations in the form set forth in Exhibit E hereto (the "Certificate Amendment") establishing the terms and the rights and preferences of the Series A Preferred and the Company has the requisite power and authority to enter into and perform not adopted or filed any other document designating terms, rights or preferences of its obligations under the Transaction Documents to which it is a partypreferred stock. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesSeries A Preferred, the Warrantsreservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the Incremental issuance of the Warrants and the Incremental Notes and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrants, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board 's Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by of the Company, its Subsidiaries, their respective boards 's Board of directors Directors or their stockholders or other governing bodyshareholders. This Agreement has been, and the other The Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has Each of the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary Credit Parties has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it which, in each case, such Person is a party, and, in the case of the Borrower, to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, applicable Credit Parties have been duly authorized by the applicable Credit Parties’ respective board of directors (or other governing body) and the consummation by the Company and its Subsidiaries Credit Parties of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesNote and Warrant, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Shares and Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) by Borrower have been duly authorized by the Companyrespective Credit Party’s board of directors and each of its Subsidiaries’ board of directors (or other governing body, as applicable), and (other than the filing with the SEC of one or more Registration Statements registration statements in accordance with the requirements of the Investor/Registration Rights Agreement, a Form D with the SEC and any other than filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Companyany Credit Party, its Subsidiaries, their respective boards board of directors or their stockholders (or other governing body) or its stockholders. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiaryof the Credit Parties thereto, and shall constitute the legal, valid and binding obligations of each such Subsidiaryof the Credit Parties party thereto, enforceable against each of such Subsidiary Credit Parties in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Lock-up Agreements (as defined in Section7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Security Documents (as defined below), the Voting Agreements (as defined in Section 4(s)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Notes and the Warrants, the Incremental Warrants and the Incremental Notes reservation for issuance and the issuance of the Conversion Shares and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC Agreement and any (other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries’ respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities lawapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. “Transaction Documents” means, collectively, For purposes of this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guarantiesterm “Security Documents” means Guarantee Agreement, the Security DocumentsAgreement, that certain Reaffirmation Agreement in the form attached hereto as Exhibit F (as amended or modified from time to time in accordance with its terms, the Registration Rights “Reaffirmation Agreement”), any account control agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other documents requested by the Irrevocable Transfer Collateral Agent Instructions (as defined below) to create, perfect, and continue perfected or to better perfect the Collateral Agent’s security interest in and liens on all of the assets of the Company and each of the other agreements its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and instruments entered into or delivered by any in order to fully consummate all of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeunder the other Transaction Documents.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5 of this Agreement) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”), and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary On or before the Closing Date, the Company will have duly adopted, executed and filed with the Secretary of State of the State of Delaware a Certificate of Designations in the form set forth in Exhibit E hereto (the “Certificate Amendment”) establishing the terms and the rights and preferences of the Series A Preferred and the Company has the requisite power and authority to enter into and perform not adopted or filed any other document designating terms, rights or preferences of its obligations under the Transaction Documents to which it is a partypreferred stock. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesSeries A Preferred, the Warrantsreservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the Incremental issuance of the Warrants and the Incremental Notes and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrants, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by of the Company, its Subsidiaries, their respective boards ’s Board of directors Directors or their stockholders or other governing bodyshareholders. This Agreement has been, and the other The Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesCommon Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicablethe issuance of the Preferred Shares and the reservation for issuance and the issuance of the shares of Common Stock issuable upon conversion of the Preferred Shares) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of (i) one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) a Form D with D, and (iii) the SEC 8-K Filing (as defined below) and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments certificates entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesCommon Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicablethe Prefunded Warrants and the reservation for issuance and the issuance of the shares of Common Stock issuable upon exercise of the Prefunded Warrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of (i) one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) a Form D with D, and (iii) the SEC 8-K Filing (as defined below) and any other filings as may be required by any state securities agenciesagencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments certificates entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the Subsidiaries and the consummation by the Company and its the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesCommon Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes Warrant and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrant) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable(the “Board”), and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Notice on Form D with the SEC and Current Report on Form 8-K and any other filings as may be required by any state securities agenciesagencies or in connection with the listing of any Securities) no further filing, consent or authorization is required by the Company, its the Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its 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. Prior to the Closing, the The Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiary, and shall constitute the constitutes a legal, valid and binding obligations obligation of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, ​ ​ collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security DocumentsWarrant, the Registration Rights Agreement, the Contingent Value Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) in Section 5(c)), and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the 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 Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Notes and the Warrants, the Incremental Warrants reservation for issuance and the Incremental Notes and issuance of the Conversion Shares issuable upon conversion of the Notes, the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrants, the Warrants reservation for issuance and Incremental Notesissuance of Interest Shares, if any, and the granting of a security interest in the Collateral (as applicabledefined in the Security Agreement) have been duly authorized by the Company’s board Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company Seneca has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Securities Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(b)), the Lock-Up Agreements, the Leak-Out Agreements and each of the other agreements entered into by Seneca in connection with the transactions contemplated by this Agreement (collectively, the "Seneca Transaction Documents Documents" and, together with the Leading BioSciences Transaction Documents, the "Transaction Documents") and to issue the Securities Warrants and the Warrant Shares in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Seneca Transaction Documents by the Company and its Subsidiaries, Seneca and the consummation by the Company and its Subsidiaries Seneca of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Seneca's Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanySeneca, its SubsidiariesBoard of Directors or its stockholders (other than, their respective boards as of directors or their stockholders or other governing bodythe date hereof, stockholder consent related to items in the Form S-4). This Agreement has been, and the other Seneca Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the CompanySeneca, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such SubsidiarySeneca, enforceable against each such Subsidiary Seneca in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesPreferred Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than (i) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies, (ii) the 8-K Filing, (iii) a Listing of Additional Shares Notification with the Principal Market, and (iv) the Stockholder Approval (as defined below) (collectively, the “Required Filings and Approvals”) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the GuarantiesInvestor Note, the Security Documents, the Registration Rights Note Purchase Agreements, the Master Netting Agreement, the Voting Agreement, the Voting and Lockup Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and (collectively, the other "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants Notes and the Incremental Notes Warrants and the reservation for issuance and the issuance of the Conversion Shares, Shares and the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notesthereof, as applicable) the case may be, have been duly authorized by the Company’s board 's Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits shareholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. Prior to the As of each Closing, the Transaction Documents dated after the date hereof required to which each Subsidiary is a party will be have been executed and delivered with respect to such Closing shall have been duly executed and delivered by each such Subsidiarythe Company, and shall constitute the legal, valid and binding obligations of each such Subsidiary, the Company enforceable against each such Subsidiary the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Support Agreements and any documents or filings related to the Tender/Exchange Offer, the Indenture, and each of the other agreements entered into by any of the parties hereto in connection with the transactions contemplated by this Agreement and/or the Support Agreements (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other any Transaction Documents executed and delivered by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (by the Transaction Documents, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants Notes and the Incremental Notes Warrants and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with Required Filings (as defined below), and assuming the SEC of one or more Registration Statements in accordance with the requirements accuracy of the Registration Rights representations and warranties of the Buyers set forth in Section 2 of this Agreement), a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders its shareholders in connection with any Transaction Document or other governing bodythe transactions contemplated thereby. This Agreement has been, and the other Transaction Documents to which it is a party be executed by the Company have been, or will be prior to the Closingbe, when executed and delivered, duly executed and delivered by the Company, and each constitutes constitute, or will constitute when executed and delivered, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agenciesagencies or the Principal Market) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company Each of the Credit Parties has the requisite power and authority to enter into and perform its obligations under this Agreement and Agreement, the Notes, the SBA Side Letter, the Fee Letter, the Security Agreement, the Mortgages (if any), the Intellectual Property Security Agreements, the other Security Documents, the Subordination Agreements, the Warrant Documents and each of the other agreements, documents and certificates entered into by the parties hereto, or delivered by any Credit Party, from time to time in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, Credit Parties have been duly authorized by each of the Credit Parties' respective board of directors (or other governing body) and the consummation by the Company and its Subsidiaries Credit Parties of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the NotesSecurities by the Borrowers, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s respective Credit Party's board of directors and each of its Subsidiaries’ board of directors (or other governing body, as applicable), and (other than the filing with the SEC of a Form D and one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D Agreement and other than filings with the SEC and any other filings "Blue Sky" authorities as may be required by any state securities agenciesthereby) no further filing, consent consent, approval or authorization is required by the Companyany Credit Party, its Subsidiaries, their respective boards board of directors or their stockholders (or other governing body) or its stockholders or other equityholders. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiaryof the Credit Parties thereto, and shall constitute the legal, valid and binding obligations of each such Subsidiaryof the Credit Parties party thereto, enforceable against each of such Subsidiary Credit Parties in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the other transactions contemplated by each of the Transaction Documents and the Subscription Agreements and otherwise to carry out its obligations hereunder and thereunder, including, without limitation, to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has to issue the requisite power and authority to enter into and perform its obligations under shares of Common Stock in accordance with the Transaction Documents to which it is a partyterms of the Subscription Agreements. The Company’s execution and delivery of this Agreement each of the Transaction Documents and the other Transaction Documents by the Company and its Subsidiaries, Subscription Agreements and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Notes, the Warrants, the Incremental Warrants Securities pursuant to this Agreement and the Incremental Notes other Transaction Documents and the reservation for issuance and issuance of Common Stock issued pursuant to the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableSubscription Agreements) 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 with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization corporate action is required by the Company, its Subsidiariesboard of directors, their respective boards or its shareholders in connection therewith other than in connection with the Required Approvals. Each of directors or their stockholders or other governing body. This Agreement has been, the Transaction Documents and the other Transaction Documents to which it is a party Subscription Agreements has been (or upon delivery will be prior to the Closing, have been) duly executed and delivered by the CompanyCompany and is, and each constitutes or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid valid, and binding obligations obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities applicable law. Prior There are no shareholder agreements, voting agreements, or other similar arrangements with respect to the Closing, the Transaction Documents Company’s capital stock to which each Subsidiary the Company is a party will be duly executed and delivered by each such Subsidiaryor, and shall constitute to the legalCompany’s Knowledge, 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 between or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by among any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeCompany’s shareholders.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Registration Rights Agreement, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants Preferred Shares and the Incremental Notes Warrants and the reservation for issuance and the issuance of the Conversion Shares, Shares and the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesPreferred Shares and the Warrants, the Warrants and Incremental Notesrespectively, as applicable) have been duly authorized by the Company’s board Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its shareholders, their respective boards of directors or their stockholders or other governing bodyexcept as may be disclosed in Schedule 3(b). This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered with respect to the Closing shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notesenforcement of applicable creditor’s rights and remedies. As of the Closing, the Warrants, Certificate of Designations in the Incremental Warrants, form attached as Exhibit A shall have been filed on or prior to the Incremental Notes, Closing Date with the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements State of Washington and instruments entered into or delivered by any of shall be in full force and effect, enforceable against the parties hereto Company in connection accordance with the transactions contemplated hereby its terms and thereby, as may be amended from time to timeshall not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders shareholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental WarrantsNote Purchase Agreements, the Incremental Notes, the Guaranties, the Security DocumentsMaster Netting Agreement, the Registration Rights Agreement, the Investor Note, the Pledge Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents"), and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has thereof and to redeem the requisite power Fixed Series A Redemption Shares and authority to enter into and perform its obligations under the Transaction Documents to which it is a partyAdditional Series A Redemption Shares. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the execution and filing of each of the Certificates of Designations by the Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitationlimitation the redemption and exchange of the Series A Preferred Shares, the issuance of the Notes, the Warrants, the Incremental Warrants Common Shares and the Incremental Notes Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesPreferred Shares, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board 's Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders (except to the extent that stockholder approval may be required pursuant to the rules of the Nasdaq National Market for the issuance of a number of shares of Common Stock greater than that number of shares of Common Stock that the Company may issue without breaching the Company's obligations under the rules or other governing bodyregulations of the Nasdaq National Market (the "Nasdaq 19.99% Rule")). This Agreement has been, and the other The Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes . The Transaction Documents constitute the legal, valid and binding obligations of the Company, Company enforceable against the Company in accordance with its respective their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. Prior Each of the Certificates of Designations has been filed prior to the Closing, Closing Date with the Transaction Documents to which each Subsidiary is a party Secretary of State of the State of Delaware and will be duly executed in full force and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiaryeffect, enforceable against each such Subsidiary the Company in accordance with their respective its terms and shall not have been amended unless in compliance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the Subsidiaries and the consummation by the Company and its the Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the NotesCommon Shares, the Warrants, issuance of the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of a Notice on Form D and one or more Registration Statements registration statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC Section 4(n) hereof and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its the Subsidiaries, their respective boards Boards of directors Directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its 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. Prior to the Closing, the The Transaction Documents to which each Subsidiary is a party will be have been duly executed and delivered by each such Subsidiary, and shall constitute constitutes the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Lock-Up Agreements and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, Notes and the Warrants, the Incremental Warrants reservation for issuance and the Incremental issuance of the Conversion Shares issuable upon conversion of the Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board of directors 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 under ▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, (▇▇) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other (iii) such filings as may be are required by any state the Principal Market (as defined below) and (iv) such filings required under applicable securities agencies) or “Blue Sky” laws of the states of the United States, no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and when delivered by the Company, and each constitutes Company will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its SubsidiariesCompany, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, body and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Subordination Agreement, the Lock-Up Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company PublicCo has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Securities Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 6(b)), the Lock-Up Agreements, and each of the other agreements entered into by PublicCo in connection with the transactions contemplated by this Agreement (collectively, the "PublicCo Transaction Documents Documents" and, together with the PrivateCo Transaction Documents, the "Transaction Documents") and to issue the Securities Warrants and the Warrant Shares in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other PublicCo Transaction Documents by the Company and its Subsidiaries, PublicCo and the consummation by the Company and its Subsidiaries PublicCo of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the Notes, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board PublicCo's Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC SEC, a Form S-4 relating to the Merger and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the CompanyPublicCo, its SubsidiariesBoard of Directors or its stockholders (other than, their respective boards as of directors or their stockholders or other governing bodythe date hereof, stockholder consent related to items in the Form S-4). This Agreement has been, and the other PublicCo Transaction Documents to which it is a party will be prior to the Closing, have been duly executed and delivered by the CompanyPublicCo, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such SubsidiaryPublicCo, enforceable against each such Subsidiary PublicCo in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Significant Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Significant Subsidiaries, and the consummation by the Company and its Significant Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Notes and Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrant Shares upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closingparty, have been duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. Prior to the Closing, the The Transaction Documents to which each Significant Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes and the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Notes, the Warrants and Incremental Notes, as applicableWarrants) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has 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, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawlaw and public policy, and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the WarrantsInvestor Note, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Additional Investment Rights, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes Additional Investment Rights, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, the reservation for issuance and issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesWarrants, and the Warrants and Incremental Notes, granting of a security interest in the Collateral (as applicabledefined in the Security Documents) have been duly authorized by the Company’s board 's Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Pledge and Security Agreement, and (ii) the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent consent, or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders or other governing bodyits stockholders. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. As of the date of issuance of any Additional Notes, such Additional Notes shall have been duly executed and delivered by the Company, and shall constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities law. “Transaction Documents” meansapplicable bankruptcy, collectivelyinsolvency, this Agreementreorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) enforcement of applicable creditor's rights and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the New Warrants and the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Notes, the Warrants, the Incremental New Warrants and the Incremental Notes and the reservation for issuance and the issuance of the Conversion Shares, the New Warrant Shares, the Incremental Warrant Shares and Incremental Conversion Shares issuable upon conversion or exercise of the NotesNew Warrants, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board Board of directors and each of its Subsidiaries’ board of directors or other governing body, as applicableDirectors (the “Board”), and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with any filings pursuant to the SEC Securities Exchange Act of 1934, as amended (the “1934 Act”), and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its SubsidiariesBoard or its stockholders, their respective boards other than the approval of directors or their stockholders or other governing bodythe Principal Market regarding the listing of the New Warrant Shares (the “Principal Market Approval”) and the filing of any document that may be required by the Principal Market. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, Registration Rights Agreement have been duly executed and delivered by the Company, and each constitutes constitute, and any New Warrants, when issued by the Company in accordance with this Agreement will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to timeremedies.

Authorization; Enforcement; Validity. The Subject to obtaining Stockholder Approval, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and each of the other Transaction Documents agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), to execute and file the Certificates of Amendment, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, the execution and filing of the Certificates of Amendment by the Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Notes, the Warrants, the Incremental Warrants and the Incremental Notes Mandatory Preferred Shares and the reservation for issuance and the issuance of the Conversion Shares, the Warrant Shares, the Incremental Warrant Shares and Incremental Mandatory Conversion Shares issuable upon conversion or exercise of the NotesMandatory Preferred Shares, the Warrants and Incremental Notes, as applicable) have been duly authorized by the Company’s board 's Board of directors Directors and each of its Subsidiaries’ board of directors or other governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders or other governing body(except for Stockholder Approval). This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, been duly executed and delivered by the Company, Company and each constitutes the legal, valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. The Registration Rights Agreement, upon its execution and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior delivery to the ClosingBuyers hereunder, the Transaction Documents to which each Subsidiary is a party will be shall have been duly executed and delivered by each such Subsidiary, the Company and shall constitute the legal, be a valid and binding obligations of each such Subsidiary, agreement enforceable against each such Subsidiary the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies. “Transaction Documents” meansThe Series B-1 Certificate of Amendment and, collectively, this Agreementprovided that Stockholder Approval is obtained, the Notes, Series B Certificate of Amendment will have each been filed on or before the Warrants, Mandatory Closing Date with the Incremental Warrants, the Incremental Notes, the Guaranties, the Security Documents, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each Secretary of State of the other agreements and instruments entered into or delivered by any State of Delaware and, as of the parties hereto Mandatory Closing Date, will be in connection full force and effect, enforceable against the Company in accordance with the transactions contemplated hereby their respective terms and thereby, as may be shall not have been amended from time to timeunless in compliance with their respective terms.