Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents 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.

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, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and Warrants and the 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 Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 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 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 except as rights to indemnification is in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Units, the Ordinary Purchase Rights, the Additional Purchase Rights, the Special Purchase Rights and the reservation for issuance and the issuance of the Conversion Shares shares (the “Underlying Shares”) upon conversion exercise of the Convertible Notes) the Ordinary Purchase Rights, the Additional Purchase Rights, and the Special Purchase Rights, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations under this Agreement hereunder and the other Transaction Documents and thereunder, including, without limitation, to issue the Securities Shares in accordance with the terms hereof and thereofhereof. The Company’s execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitationbut not limited to, the issuance sale and delivery of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible NotesShares) have been (i) duly authorized by all necessary corporate action on the part of the Company’s board of directors , and (ii) no further filing, consent or authorization corporate action is required by the Company, its board of directors Board or its stockholders or other governing body shareholders in connection therewith. Each of the Transaction Documents has been (or upon delivery will have been) duly executed by the Company (other than the filing with the SEC of one and is, or more Registration Statements (as defined in the Registration Rights Agreement) when delivered in accordance with the requirements of the Registration Rights Agreementterms hereof or thereof, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes constitute the legal, 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 or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law. There are no shareholder agreements, voting agreements, voting trust agreements or state securities lawsimilar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s shareholders.

Authorization; Enforcement; Validity. The Company To the extent such Buyer is a corporation, partnership, limited liability company or other entity, such Buyer is a validly existing corporation, partnership, limited liability company or other entity and has the requisite corporate, partnership, limited liability or other organizational power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue purchase the Securities pursuant to this Agreement. To the extent such Buyer is an individual, such Buyer has the legal capacity to purchase the Securities pursuant to this Agreement. This Agreement has been duly and validly authorized (as applicable), executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer, enforceable against such Buyer in accordance with the terms hereof its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and thereofgeneral principles of equity. The execution Registration Rights Agreement has been duly and delivery validly authorized (as applicable), and, when executed and delivered on behalf of this Agreement such Buyer, will be a valid and the other Transaction Documents binding agreement of such Buyer, enforceable against such Buyer in accordance with its terms, except as may be limited by the Company bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and the consummation general principles of equity. The agreements entered into and documents executed by the Company of such Buyer in connection with the transactions contemplated hereby and thereby (including, without limitation, the issuance as of the Convertible Notes Closing will have been duly and the reservation for issuance validly authorized (as applicable), executed and issuance delivered on behalf of such Buyer as of the Conversion Shares upon conversion Closing, and will be valid and binding agreements of the Convertible Notes) have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) such Buyer enforceable against such Buyer in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents 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 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 lawgeneral principles of equity.

Authorization; Enforcement; Validity. The Company Each Borrower has the respective requisite corporate power and authority to enter into and perform perform, as applicable, its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Lender on even date herewith in the form attached hereto as Exhibit G (the “Registration Rights Agreement”), the Security Agreement, the Note, the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities Note and the Warrant (including without limitation, the Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company each Borrower and the consummation by the Company each Borrower of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Note and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) Warrant, have been (i) duly authorized by the Company’s board of directors its Board, and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body either of the Company (other than the filing with the SEC of one Borrowers, their respective Boards or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights stockholders. This Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, Note and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Companyeach Borrower, as applicable, and each constitutes constitute the legal, valid and binding obligations of the Company, each Borrower enforceable against the Company Borrowers in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities lawby principles of public policy thereunder.

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 Amended and Restated Pledge and Security 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Notes, the Purchased Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants and the pledging of the Lumera Shares have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization corporate action is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 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.

Authorization; Enforcement; Validity. The Company (a) DPCM has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents and to issue Documents, (b) 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 DPCM and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) have been (i) duly authorized by the CompanyDPCM’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the CompanyDPCM, its board Board of directors Directors or its stockholders or other governing body (except as provided in this Agreement), (c) each of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in this Agreement and the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by DPCM and (d) each of this Agreement and the CompanyRegistration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of DPCM, shall constitute, the legal, valid and binding obligations of the Company, DPCM enforceable against the Company DPCM 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 remedies. Except as set forth in this Agreement, no other approvals or consents of DPCM’s Board of Directors, any authorized committee thereof, or stockholders (except as rights provided in this Agreement) is necessary under applicable laws and DPCM’s certificate of incorporation and bylaws to indemnification authorize the execution and to contribution may be limited by federal delivery of the Transaction Documents or state securities lawany of the transactions contemplated thereby.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Registration Rights Agreement, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and the Warrants, 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 Warrant Shares issuable upon conversion exercise of the Convertible NotesWarrants, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 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.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Common Stock, the Warrants and the Placement Agent Warrants (as defined below), the reservation for issuance and issuance of 100% of the Conversion Warrant Shares upon conversion exercise of the Convertible NotesWarrants, the reservation of the shares of Common Stock issuable upon exercise of the warrants (the “Placement Agent Warrant Shares”) issued to the Placement Agent (the “Placement Agent Warrants”) have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders stockholders, except for post-closing Securities filings or other governing body of the Company (other than the filing with the SEC of one notifications required to be made under federal or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)laws. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes shall 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 lawremedies.

Authorization; Enforcement; Validity. The Except as set forth in Section 3(c) hereof, the Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designation in the form attached hereto as Exhibit D, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon exercise of the Warrants and the shares of Common Stock issuable upon conversion of the Convertible Notes) Preferred Shares have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors or Directors or, except as set forth in Section 3(c) hereof, its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Special Warrants and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Notes) Special Warrants, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been (i) duly authorized by the Company’s board Board of directors Directors, and (iiother than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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.

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, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and Warrants and the 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 Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 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 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 except is in full force and effect, enforceable against the Company in accordance with its terms. The Amended and Restated Certificate of Designation in the form attached hereto as rights Exhibit A-1 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. The Certificate of Amendment to indemnification the Amended and Restated Certificate of Designation in the form attached hereto as Exhibit A-2 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 been amended. The Second Certificate of Amendment to contribution may the Amended and Restated Certificate of Designation in the form attached hereto as Exhibit A-3 has been approved by the required majority of holders of Series D Convertible Preferred Stock and the board of directors of the Company and will be limited by federal filed with the Secretary of State of the State of Delaware on or state securities lawabout May 28, 2019.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes Note and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible NotesNote and the Interest Shares issuable in accordance with the terms of the Note) have been (i) duly authorized by the Company’s board of directors directors, and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents 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. “Transaction Documents” means, collectively, this Agreement, the Note, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Pre-Funded Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the other Transaction Documents Pre-Funded Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and thereby (includinghereby, including without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) Securities under this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined below), and (ii) no do not require further filing, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders or other governing body of the Company stockholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will be prior to the Closing, been duly executed and delivered by the Company, Company and each (iv) this Agreement constitutes 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 (y) general principles of 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 (z) public policy underlying any law, rule or regulation (including any federal or state states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as delivered to the Buyer to authorize this Agreement and the transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company Seller has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) have Shares, has been (i) duly authorized by the Company’s board Seller's Board of directors Directors and (ii) no further filing, consent or authorization is required by the CompanySeller, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the CompanySeller, and each constitutes constitute the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller 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 remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the Seller, and shall constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities lawapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and remedies.

Authorization; Enforcement; Validity. The Company Seller has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities Units in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) have Units, has been (i) duly authorized by the Company’s board Seller's Board of directors Directors and (ii) no further filing, consent or authorization is required by the CompanySeller, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the CompanySeller, and each constitutes constitute the legal, valid and binding obligations of the Company, Seller enforceable against the Company Seller 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 remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the Seller, and shall constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except as rights to indemnification and to contribution such enforceability may be limited by federal general principles of equity or state securities lawapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and remedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the each other Transaction Documents Documents, and to issue the Securities Purchased Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Purchased Shares upon conversion of the Convertible Notes) pursuant to this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company stockholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, been and each of the other Transaction Documents will shall be prior to on the ClosingClosing Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with 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 Board of Directors of the Company has approved and except authorized this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Such resolutions are valid, in full force and effect and have not been materially modified or supplemented in any respect. Except as rights set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation, and/or the Bylaws, to indemnification authorize the execution and to contribution may be delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited by federal or state securities lawto, the issuance of the Purchased Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Indenture, the Notes, the Warrants, the Registration Rights Agreement, the Security Documents, the Trustee Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (including without limitation that certain Intercreditor and Subordination Agreement dated as of the date hereof made by Trident Growth Fund, L.P., the Company and FP Technology Holdings, Inc., in favor of the holders of the Notes and The Bank of New York, as collateral agent for the holders of the Notes, collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Notes) Notes and the Warrant Shares issuable upon exercise of the Warrants have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 lawremedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Convertible Notes Commitment Shares and subject to having sufficient authorized and unissued shares under the Company’s certificate of incorporation, the reservation for issuance and issuance of the Conversion Purchase Shares upon conversion of the Convertible Notes) issuable under this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors of the Company (the “Board of Directors”) and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company stockholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with 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 Board of Directors has passed all applicable resolutions (the “Resolutions”) to authorize this Agreement and except the transactions contemplated hereby. The Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a certified copy of the Resolutions passed by the Board of Directors. Except as rights set forth in this Agreement, no other approvals or consents of the Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws, and the Certificate of Incorporation and Bylaws of the Company, to indemnification authorize the execution and to contribution may be delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited by federal or state securities lawto, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other Transaction Documents agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Convertible Notes Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of the Convertible Notes) or exercise thereof, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is presently required by the Company, its board Board of directors Directors or its stockholders or other governing body of (except to the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as extent that stockholder approval may be required by any state securities agencies, the filing of required notices and/or applications pursuant to the Principal rules of the Nasdaq National Market for the issuance and sale of a number of Conversion Shares greater than 19.99% of the Securities, or the filings required by Section 4(h) number of this Agreement). This Agreement has been, and the other Transaction Documents will be shares of Common Stock outstanding immediately prior to the Closing, Initial Closing Date the "20% APPROVAL"). The Transaction Documents 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 remedies. The Certificate of Designations has been filed prior to the Closing Date with the Secretary of State of the State of Delaware and except as rights to indemnification will be in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities Commitment Shares in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company performance of the transactions contemplated hereby and thereby (includingCompany’s obligations under this Agreement, including without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Commitment Shares upon conversion of the Convertible Notes) under this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined below), and (ii) no do not require further filing, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders or other governing body of the Company , (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will be prior to the Closing, been duly executed and delivered by the Company, Company and each (iv) this Agreement constitutes 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 (y) general principles of 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 (z) public policy underlying any law, rule or regulation (including any federal or state states securities law, rule or regulation) with regards to indemnification, contribution or exculpation .. The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as delivered to Aspire to authorize this Agreement and the issuance of the Commitment Shares. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect .. The Company has delivered to Aspire a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants, the Closing Escrow Agreement, the Make Good Escrow Agreement, the Lock-Up Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Common Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) any Warrant have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes Common Shares, the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible NotesWarrants) have been (i) duly authorized by the Company’s board of directors and (iiother than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, 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 their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into by the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has Buyer and Parent have the requisite corporate power and authority to enter into and perform its their obligations under this Agreement Agreement, the Series C Designation Certificate and each of the other Transaction Documents Agreements and to issue the Securities Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents Agreements by the Company Buyer and Parent and the consummation by the Company Buyer and Parent of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Shares and, subject to the restrictions set forth in the Series C Designation Certificate and the effectiveness of the Authorized Share Increase, the reservation for issuance and the issuance of the Conversion Shares Parent Common Stock issuable upon conversion of the Convertible NotesShares (the “Conversion Shares”) have has been (i) duly authorized by the CompanyParent’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the CompanyParent or Buyer, its board their Board of directors Directors or its stockholders or other governing body their stockholders. The Board of Directors of Parent has approved the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval Authorized Share Increase and any other filings as may be required has recommended approval thereof by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)Parent’s stockholders. This Agreement has been, and the other Transaction Documents will be prior Agreements to the Closing, which it is a party have been duly executed and delivered by the CompanyBuyer and/or Parent, as applicable, and each constitutes constitute the legal, valid and binding obligations of the CompanyBuyer and/or Parent, as applicable, enforceable against the Company Buyer and/or Parent, as applicable, 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement the Transaction Documents, to execute and file the other Transaction Documents Certificate of Designations, and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and the reservation for issuance and the issuance of the all Conversion Shares upon conversion of the Convertible Notes) Shares, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) except as otherwise expressly provided herein, no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body stockholders. Additionally, the issuance of the Company (other than PIK Shares and any shares of Common Stock issuable under this Agreement does not and will not require the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements approval of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)Company's stockholders. This Agreement has been, and upon its due execution and delivery the other Transaction Documents Registration Rights Agreement will be prior to the Closingbe, duly executed and delivered by the Company, and each constitutes (subject to the legal, due execution and delivery thereof by the Purchaser) constitute the valid and binding obligations of the CompanyCompany enforceable against the Company in accordance with their terms. The Certificate of Designations will be filed with the Secretary of State of the State of Delaware prior to the First Funding Closing and will be in full force and effect on the First Funding Closing, 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.

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 each Transaction Documents Document and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Shares, the Note and the Warrants, the reservation for issuance and the issuance of the Note Shares issuable upon conversion of the Note, the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible NotesWarrants, and the granting of a security interest in the Collateral (as defined in the Security Agreement) have been (i) duly authorized by the Company’s board Board of directors Directors (the “Board”) 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) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC Securities and Exchange Commission (the “SEC”) of one or more Registration Statements (as defined in the Registration Rights Agreement) registration statements in accordance with the requirements of the Registration Rights Agreement) no further filing, consent, or authorization is required by the Company, the filing of a Form D with the SEC, the filing of a proxy Board or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)its shareholders. This Agreement has been, and the other Transaction Documents 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 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Notes) Debentures and the issuance of the Warrants, the reservation for issuance and issuance of the Warrant Shares issuable upon exercise thereof), have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)governmental body. This Agreement has been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, 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. “Transaction Documents” means, collectively, this Agreement, the Convertible Debentures, the Warrants, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Common Shares, the Preferred Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Certificate of Designations, and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s board Board of directors Directors, and (ii) no further filing, consent consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 remedies. The Certificate of Designations has been filed with the Secretary of State of the State of Delaware and except as rights to indemnification is in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and Debentures, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Notes) Debentures, the issuance of the Warrants, and the reservation for issuance and the issuance of the Warrant Shares issuable upon the exercise of the Warrants), have been (i) duly authorized by the Company’s board of directors and (ii) and, except as set forth on Schedule 3(b), no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)governmental body. This Agreement has been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, 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. “Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Convertible Debentures, the Warrants, the Irrevocable Transfer Agent Instructions, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. 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 Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and the Warrants, and the reservation for issuance and the issuance of the Conversion Shares and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies) no further filing, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securitiesconsent, or the filings authorization is required by Section 4(h) the Company, its Board of this Agreement)Directors or its stockholders. This Agreement has been, and the other Transaction Documents 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the ------------------------------------ requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Exchange Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 7), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents"), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents of the Company and the other Transaction Documents execution and filing of the Exchange Certificate of Amendment by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Convertible Notes Exchange Preferred Shares and the New Common Shares and the reservation for issuance and the issuance of the Exchange Conversion Shares issuable upon conversion of the Convertible Notes) thereof, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other The Transaction Documents 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 remedies. The Exchange Certificate of Amendment has been filed on or prior to the Initial Closing Date with the Department of State of the State of New York and except as rights to indemnification will be in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and (collectively, the other Transaction Documents "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement the Transaction Documents and the other Transaction Documents Certificate of Designations by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Convertible Notes Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of the Convertible Notes) or exercise thereof, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of stockholders, (iii) the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will be prior to the Closing, have been duly executed and delivered by the Company, and each constitutes (iv) the legal, Transaction Documents constitute the 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, and except as rights (v) prior to indemnification the Closing Date, the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and to contribution may will be limited by federal or state securities lawin full force and effect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Lock-Up Agreements (as defined in Section 7(xvi)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable pursuant to the terms of the Certificate of Designations, and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s board Board of directors Directors, and (ii) no further filing, consent consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 remedies. The Certificate of Designations has been filed with the Secretary of State of the State of Delaware and except as rights to indemnification is in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes Securities and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible NotesSecurities) have been (i) duly authorized by the Company’s board of directors or other governing body, as applicable, and (ii) no further filing, consent or authorization is required by the Company, its board Subsidiaries, their respective boards of directors or its their stockholders or other governing body of the Company (in connection herewith or therewith 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, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)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. The Certificate of Designations in the form attached hereto as Exhibit C has been filed with the Secretary of State of the State of Nevada and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Pre-Funded Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the other Transaction Documents Pre-Funded Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and thereby (includinghereby, including without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) Securities under this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors or duly authorized committee thereof, do not conflict with the Company’s Articles of Incorporation or Bylaws (as defined below), and (ii) no do not require further filing, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders or other governing body of the Company stockholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will be prior to the Closing, been duly executed and delivered by the Company, Company and each (iv) this Agreement constitutes 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 (y) general principles of 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 (z) public policy underlying any law, rule or regulation (including any federal or state states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as delivered to the Buyer to authorize this Agreement and the transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares issuable upon conversion of the Convertible Notes) Preferred Shares or the exercise of the Warrants, as applicable, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company to which it is a party and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Convertible Notes Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares upon conversion of the Convertible Notes) issuable under this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization is necessary under applicable laws or the Company’s constating documents or is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company shareholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with 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 Board of Directors of the Company has passed all applicable resolutions (the “Resolutions”) to authorize this Agreement and except as rights the transactions contemplated hereby. The Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to indemnification and to contribution may be limited the Investor a certified copy of the Resolutions passed by federal or state securities lawthe Board of Directors of the Company.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s 's board of directors (the “Board of Directors”), do not conflict with the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof, including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company (iithe “Certificate of Incorporation”) or Bylaws, as amended and as in effect on the date hereof (the “Bylaws”) and no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and (including, without limitation, the other Transaction Documents and to issue issuance of the Securities New Preferred Shares in accordance with the terms hereof hereof, the New Preferred Shares in accordance with the terms hereof, the reservation and thereofissuance of the New Conversion Shares in accordance with the terms of the Series C Certificate of Designations) under this Agreement, the Series C Certificate of Designations, and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”). The execution and delivery of this Agreement and the other Transaction Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes New Preferred Shares in accordance with the terms hereof, and the reservation for issuance and issuance of the New Conversion Shares upon conversion in accordance with the terms of the Convertible Notes) Series C Certificate of Designations, have been (i) duly authorized by the Company’s board Board of directors Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (the “Required Approvals”) and (ii) no further filing, consent consent, or authorization is required by the Company, Company or of its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)shareholders. This Agreement has been, and the other Transaction Exchange Documents 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, 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 remedies. The Series C Certificate of Designations has been filed with the Secretary of State of the State of Delaware and except as rights to indemnification is in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms and has not have been amended.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, Escrow Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, the Make Good Agreement, the Make Good Escrow Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Units and the Common Share and the Warrants comprising the Units, the reservation for issuance and the issuance of the Common Shares and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) other than as set forth in Section 3(e), no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit D (the “Registration Rights Agreement”), the Amended and Restated Certificate of Designation for the Series D Preferred Stock, the Warrant, the Security Agreement, and each of the other agreements or instruments entered into or delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) Warrant, have been (i) duly authorized by the Company’s board of directors Board, and (ii) no further filing, consent or authorization is required by the Company, its board of directors the Board or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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, Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities lawby principles of public policy thereunder.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, and the other Transaction Documents New Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the other Transaction Documents New Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and thereby (includinghereby, including without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) Securities under this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined below), and (ii) no do not require further filing, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders or other governing body of the Company stockholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will be prior to the Closing, been duly executed and delivered by the Company, Company and each (iv) this Agreement 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 (y) general principles of 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 (z) public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as delivered to Aspire to authorize this Agreement and the transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect. The Company has delivered to Aspire a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company or an appropriate Board committee.

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 Certificate of Designation (collectively, the “Transaction Documents Documents”) and to issue the Acquired Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Acquired Securities and, subject to the restrictions set forth in the Certificate of Designation and the Warrants and the effectiveness of the Authorized Share Increase, the reservation for issuance and the issuance of the Conversion Shares Common Stock issuable upon conversion of the Convertible Notes) have Series D Preferred Stock and Series D-1 Preferred Stock and upon exercise of the New Common Stock Warrants and the Series A Preferred issuable upon exercise of the New Series A Warrants has been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body stockholders. The Board of Directors of the Company (other than has approved the filing with Authorized Share Increase and has recommended approval thereof by the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) Company’s stockholders in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by its obligations under Section 4(h4(j) of this Agreement). This Agreement has been, and the other Transaction Documents 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the 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. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of conversion, issuance or exercise thereof, as the Convertible Notes) case may be, have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies remedies, and except as that any rights to indemnification and to indemnity or contribution under the Transaction Documents may be limited by federal or and state securities lawlaws and public policy considerations.

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 Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) and the other Warrants (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents by the Company and the other Transaction Documents execution and filing of the Certificate of Designations by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of or exercise thereof, as the Convertible Notes) case may be, have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 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 Certificate of Designations has been filed on or prior to the Closing Date with the Secretary of State of the State of Delaware and except as rights to indemnification will be in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Certificate of Designations, the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and Preferred Shares, the reservation for issuance and the issuance of the Conversion Shares upon conversion issuable pursuant to the terms of the Convertible Notes) Certificate of Designations have been (i) duly authorized by the Company’s board Board of directors and (ii) Directors, and, except as expressly set forth in the Transaction Documents, no further filing, consent consent, or authorization is required by the Company, its board ’s Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 remedies. As of immediately 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 Wyoming and except as rights to indemnification is in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms and has not been amended.

Authorization; Enforcement; Validity. The Subject only to Bankruptcy Court (as defined below) approval, 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, if applicable, Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), the Warrants, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes and the Warrants, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Convertible Notes) , the reservation and issuance of the Warrant Shares issuable upon exercise of the Warrants, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board Board of directors Directors or its stockholders stockholders, except for post-closing Securities filings or other governing body of the Company (other than the filing with the SEC of one notifications required to be made under federal or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)laws. This Agreement has been, and the other Transaction Documents will be prior to the Closing, of even date herewith have been duly executed and delivered by the Company, and each constitutes and, upon Bankruptcy Court approval, shall 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Convertible Notes Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Conversion Purchase Shares upon conversion of the Convertible Notes) issuable under this Agreement have been (i) duly authorized by the Company’s board Board of directors Directors or a validly authorized committee thereof (collectively, the “Board of Directors”), and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or any committee thereof, or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications save to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of extent provided in this Agreement). This Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the Company, and this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with 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 Board of Directors of the Company has adopted all applicable resolutions (the “Signing Resolutions”) to authorize this Agreement and except the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of the Signing Resolutions adopted by the Board of Directors. Except as rights set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation in effect on the date hereof (the “Certificate of Incorporation”) and/or the Company’s Bylaws in effect on the date hereof (the “Bylaws”) to indemnification authorize the execution and to contribution may be delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited by federal or state securities lawto, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible NotesNotes and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders shareholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities Purchase Shares in accordance with the terms hereof and thereof. The , (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes and the reservation for issuance and the issuance of the Conversion Purchase Shares upon conversion of the Convertible Notes) issuable under this Agreement, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company stockholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the each other Transaction Documents will Document shall be prior to on the ClosingCommencement Date, duly executed and delivered by the CompanyCompany and (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the legalCompany, shall constitute, the valid and binding obligations of the Company, Company enforceable against the Company in accordance with 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 Board of Directors of the Company has authorized this Agreement and except the transactions contemplated hereby. The authorization of the Board of Directors is valid, in full force and effect and have not been modified or supplemented in any respect. Except as rights set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Articles of Incorporation (as defined below) and/or Bylaws (as defined below) to indemnification authorize the execution and to contribution may be delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited by federal or state securities lawto, the issuance of the Purchase Shares.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents"), and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement the Transaction Documents of the Company and the other Transaction Documents execution and filing of the Certificate of Amendment by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, limitation the issuance of the Convertible Notes Preferred Shares and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and the Warrant Shares issuable upon conversion of the Convertible Notes) or exercise thereof, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other The Transaction Documents 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 remedies. The Certificate of Amendment has been filed on or prior to the Closing Date with the Department of State of the State of New York and except as rights to indemnification will be in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms and shall not have been amended unless in compliance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5), the Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Common Shares and the Warrant and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrant have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as such enforceability may be limited by general principles of equity, including as to limitations on the enforcement of the remedy of specific performance and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' and contracting parties’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Second Amended and Restated Registration Rights Agreement to be entered into between the Company and the Purchaser on even date herewith in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the Certificate of Designation for the Series B Preferred Stock, and the Warrant, and each of the other agreements or instruments entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities (including without limitation, the Conversion Shares and Warrant Shares) in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) Warrant, have been (i) duly authorized by the Company’s board of directors Board, and (ii) no further filing, consent or authorization is required by the Company, its board of directors the Board or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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, Company enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar fraudulent conveyance and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and remedies generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal applicable law or state securities lawby principles of public policy thereunder.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes Shares and Prefunded Warrants and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible NotesPrefunded Warrants) have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, its 's board of directors or its stockholders or other governing body of the Company body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementnotice and/or application(s) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market (as defined below) and each applicable trading market for the issuance and sale of the SecuritiesSecurities and the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and the filing of Form D with the U.S. Securities and Exchange Commission (the "Commission"), if required, and such filings as are required to be made under applicable state securities laws (the "Required Approvals") no further consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the filings required by Section 4(h) part of this Agreement)the Company or its Subsidiaries, their respective boards of directors or their 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. "Transaction Documents" means, collectively, this Agreement and the Prefunded Warrants and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents Commitment Warrants and to issue the Securities in accordance with the terms hereof and thereof. The hereof, (ii) the execution and delivery of this Agreement and the other Transaction Documents Commitment Warrants by the Company and the consummation by the Company it of the transactions transaction contemplated hereby and thereby (includinghereby, including without limitation, the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) Securities under this Agreement, have been (i) duly authorized by the Company’s board Board of directors Directors or duly authorized committee thereof, do not conflict with the Company’s Articles of Incorporation or Amended and (ii) no Restated Bylaws, and do not require further filing, consent or authorization is required by the Company, its board Board of directors Directors, except as set forth in this Agreement, or its stockholders or other governing body of the Company stockholders, (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreementiii) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement). This Agreement has been, and the other Transaction Documents will be prior to the Closing, been duly executed and delivered by the Company, Company and each (iv) this Agreement constitutes 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 (y) general principles of 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 (z) public policy underlying any law, rule or regulation (including any federal or state states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as delivered to Aspire to authorize this Agreement and the issuance of the Commitment Warrants. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect. The Company has delivered to Aspire a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company.

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, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Preferred Shares and Warrants and the 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 Warrant Shares issuable upon conversion exercise of the Convertible Notes) Warrants have been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent consent, or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 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 Certificate of Designation in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Nevada and except as rights to indemnification is in full force and to contribution may be limited by federal or state securities laweffect, enforceable against the Company in accordance with its terms.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Indenture, the Warrant Agent Agreement, the Security Documents, the Notes, 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 and sell the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance and repayment of the Convertible Notes and Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, the issuance of the Convertible Notes) have been (i) duly authorized by Warrants, the Company’s board of directors reservation for issuance and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body issuance of the Company (other than Warrant Shares issuable upon exercise of the filing with Warrants and the SEC registration for resale of one or more Registration Statements the Registrable Securities (as such term is defined in the Registration Rights Agreement) in accordance with ), have been duly authorized by the requirements Company's Board of Directors and no further consent or authorization is required of the Registration Rights Agreement, the filing Company's Board of a Form D with the SEC, the filing of a proxy Directors or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)shareholders. This Agreement has been, and the other The Transaction Documents 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 (i) as rights to indemnification and contribution may be limited by federal or state securities laws and policies underlying such laws and (ii) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrant, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 7(c)) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Common Shares, the Warrants and the reservation for issuance and the issuance of the Conversion Warrant Shares issuable upon conversion of the Convertible Notes) exercise thereof, have been (i) duly authorized by the Company’s board 's Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)stockholders. This Agreement has been, and the other Transaction Documents 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 their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies remedies. As of the Closing, the Transaction Documents dated after the date hereof and required to have been executed and delivered shall have been duly executed and delivered by the 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 lawapplicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditor's rights and remedies.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the Intercreditor Agreement Amendment, each of the Notes (as amended hereby) and the other Buyer Transaction Documents and to issue the Securities in accordance with the terms hereof and thereofDocuments. The execution and delivery of this Agreement and the other Transaction Documents Intercreditor Agreement Amendment by the Company and the Subsidiaries and the consummation by the Company of the transactions contemplated hereby hereby, by the Notes (as amended hereby) and thereby (including, without limitation, by the issuance of the Convertible Notes and the reservation for issuance and issuance of the Conversion Shares upon conversion of the Convertible Notes) other Buyer Transaction Documents have been (i) duly authorized by the Company’s board respective boards of directors of the Company and (ii) the Subsidiaries, and no further filing, consent or authorization is required by the Company, its board the Subsidiaries or their respective boards of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)shareholders. This Agreement has been, and the other Transaction Documents will be prior to the Closing, been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and each of this Agreement, the Intercreditor Agreement Amendment, the Notes (as amended hereby) and the other Buyer Transaction Documents constitutes the legal, a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries (as applicable), enforceable against each of the Company and the Subsidiaries (as applicable) in accordance with 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Certificate of Designation, the Exchange Agreement, the Stockholders’ Agreement, the Registration Rights Agreement and each of the other agreements to be entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Convertible Notes Units and the Shares and, subject to the restrictions set forth in the Certificate of Designation and the Warrants and the effectiveness of the Authorized Share Increase, the reservation for issuance and and, subject to Section 1(f) of this Agreement, the issuance of the Conversion Shares Common Stock issuable upon conversion of the Convertible Notes) have Shares and upon exercise of the Warrants has been (i) duly authorized by the Company’s board Board of directors Directors and (ii) no further filing, consent or authorization is required by the Company, its board Board of directors Directors or its stockholders or other governing body stockholders. The Board of Directors of the Company (other than has approved the filing with Authorized Share Increase and has recommended approval thereof by the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) Company’s stockholders in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by its obligations under Section 4(h4(l) of this Agreement). This Agreement has been, and the other Transaction Documents 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 lawremedies.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible Notes Note Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Conversion Warrant Shares issuable upon conversion exercise of the Convertible NotesWarrants) have been (i) duly authorized by the Company’s board of directors or other governing body and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, the filing of a Form D with the SEC, the filing of a proxy or information statement with the SEC in connection with any required Stockholder Approval and any other filings as may be required by any state securities agencies, the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities, or the filings required by Section 4(h) of this Agreement)body. This Agreement has been, and the other Transaction Documents will be prior to the ClosingClosing Date, duly executed and delivered by the CompanyCompany or its agent, 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. The execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby by the Company do not and shall not contravene or conflict with any provision of, or require any consents (except such consents as have already been received) under (1) any law, rule, regulation or ordinance, (2) the Company’s organizational documents; and/or (3) any agreement binding upon the Company or any of the Company’s properties, except in the case of (1) and (3) as would not reasonably be expected to have a Material Adverse Effect.