Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively, “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes), and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Convertible Notes and Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreement, the Convertible Notes and Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares and the Warrants have been is duly authorized authorized, and upon issuance in accordance with the terms of Convertible Notes, the Transaction Documents shall Conversion Shares will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens Liens, charges and charges other encumbrances with respect to the issue thereofthereof (other than pursuant to the securities laws), with the holders being entitled to all rights accorded to a holder of Ordinary Shares. The issuance of the Warrant Shares is duly authorized, and upon issuance in accordance with the Preferred Warrants, the Warrant Shares shall will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws), with the holders being entitled to the all rights and preferences set forth in the Certificate accorded to a holder of DesignationsOrdinary Shares. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Convertible Notes (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares Convertible Notes set forth in the Certificate of Designationstherein) and (ii) 200% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect Subject to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth of the Buyer in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance in accordance with the terms of this Agreement, Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of (i) the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants (assuming for purposes hereof that the Exercise Price (as defined in the Warrants) is equal to $2.00, subject to adjustment for stock dividends and stock splits and without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of Subject to the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As Upon the Company conducting a reverse split or increase of authorized shares in order to be able to reserve additional shares of Common Stock within 60 days after the Closing, the Company shall have reserved reserve from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination, it being understood that the reservation of stock by the Company is a material obligation of the Company, and the failure of the Company to reserve sufficient stock under this Section 3(c) within 60 days of Closing shall constitute a default under this Agreement and entitle each Buyer to pursue all remedies available under this Agreement and the Transaction Documents. Provided, however, that if the Company has used its best efforts to effect a reverse stock split or combination and has filed applications with the Financial Industry Regulatory Authority (“FINRA”) the 60-day period in this Section 3(c) shall be tolled by an additional 15 days. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the such Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 300% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Price (as defined in the Notes) as of Designationsthe date hereof, and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of DesignationsNotes) and (ii) Warrant Shares issuable upon exercise of the Warrants (without taking assuming for purposes hereof that any such exercise shall not take into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Upon exercise in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 133% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designationstherein) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been equity securities issuable under this Agreement are duly authorized and, when issued and upon issuance paid for in accordance with the terms of the Transaction Documents shall Loan Documents, will be validly issued free and free clear from all taxes, liens and charges Encumbrances with respect to the issue thereof, thereof and the Preferred shall not be subject to preemptive rights or similar rights of stockholders. The Series A Shares shall be entitled to all the rights and preferences set forth in the Certificate of Designations. As of the ClosingEffective Date, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than the sum of 300and reserved for issuance which equals 130% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon exercise and issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderWarrants, the Conversion Warrant Shares and the Warrant Shares, respectively, will shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each Upon conversion of the representations Preferred Shares and warranties set forth the issuance of shares of Common Stock in Section 2 accordance with the Certificate of this AgreementDesignations, the offer shares of Common Stock shall be validly issued, fully paid and issuance by nonassessable and free from all Encumbrances with respect to the Company issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. As of the Securities is exempt from registration under Effective Date, the 1933 ActCertificate of Designations shall have been filed with the Secretary of State of the State of Nevada and shall be in full force and effect, enforceable against the Borrower in accordance with its terms and shall not have been amended.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes not less than 150% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Shares, subject to the acceptance of the Certificate of Designations by the Secretary of State of the State of Delaware, and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of 300(i) 200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, hereof that the Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) ), and (ii) 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Preferred Shares or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common StockStock (other than restrictions on transfer as described in Section 2(g)). Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the each Closing, the Company shall have reserved from its duly authorized capital stock not less than 150% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issuance thereof, and shall vest in the Purchasers full and sole title and power to the Preferred Shares purchased hereby by the Purchasers, free and clear of restrictions on transfer other than those imposed by the federal securities laws. The issuance of the Conversion Shares is duly authorized, and upon issuance in accordance with the Certificate of Designations, the Conversion Shares when issued will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming The issuance of the accuracy Warrants and the Warrant Shares is duly authorized, and upon issuance of such securities in accordance with terms of the Transaction Documents or the Warrants, respectively, the Warrants and Warrant Shares when issued will each be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. As of each Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the representations sum of the maximum number of (A) Conversion Shares issuable pursuant to the terms of the Certificate of Designations, including, without limitation, upon conversion or otherwise (assuming for such purpose that (x) such Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations), (y) dividends on the Preferred Shares shall accrue through the twelve month anniversary of the Closing Date and warranties will be converted in shares of Common Stock at a dividend conversion price equal to the initial Conversion Price and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in Section 2 the Certificate of this Agreement, Designations); and (B) Warrant Shares issuable pursuant to the offer and issuance by the Company terms of the Securities is exempt Warrants (assuming for such purpose that (x) such Warrants are exercisable at the initial Exercise Price (as defined in the Warrant) (y) any such exercise shall not take into account any limitations on the exercise of the Warrants set forth in the Warrant) (the “Required Reserve Amount”). “Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from registration under the 1933 Acta reclassification of such common stock.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) 150% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. As of the six month anniversary of the Closing Date, assuming the Company’s continued compliance with its filing obligations under the 1934 Act, the Conversion Shares and, assuming a cashless exercise of the Warrants, the Warrant Shares, in each case, shall be eligible to be resold by each Buyer (assuming such Buyer is not then an affiliate of the Company) pursuant to Rule 144.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have Notes has been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. The Amended and Restated Notes shall be issued hereunder pursuant to Section 3(a)(9) of the 1933 Act, and the Preferred Shares Company hereby acknowledges and agrees that the holding period, for purposes of Rule 144, of the Existing Notes shall be entitled tacked to the rights holding period of the Amended and preferences set forth in the Certificate of DesignationsRestated Notes. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300130% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, that the Preferred Shares Notes are convertible at the Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day Trading Day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Series A Preferred Shares and the Warrants have been are duly authorized and, when issued and upon issuance paid for in accordance with the terms of the Transaction Documents hereof, shall be (i) validly issued issued, fully paid and nonassessable, (ii) free from all taxes, liens liens, encumbrances, security interests and charges with respect to the issue thereof, and the Preferred Shares shall be (iii) entitled to the rights and preferences set forth in the Certificate Articles of DesignationsAmendment. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock The Conversion Shares issuable (i) upon conversion of the maximum number of Series A Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determinationhave been duly authorized. Upon issuance conversion or conversion exercise in accordance with the Certificate Articles of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderAmendment, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and nonassessable, free from all preemptive or similar rights, taxes, liens liens, encumbrances, security interests and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming The Warrants and the accuracy of each Warrant Shares issuable upon exercise of the representations and warranties set forth Warrants have been duly authorized. Upon exercise of the Warrants in Section 2 of this Agreementaccordance with the Warrant Agreements, the offer Warrant Shares will be validly issued, fully paid and issuance by nonassessable, free from all taxes, liens, encumbrances, security interests and charges with respect to the Company issue thereof, with the holders being entitled to all rights accorded to a holder of the Securities is exempt from registration under the 1933 ActCommon Stock.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 152.0796% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) therein), and (ii) 100% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Notes are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (i) the Preferred Shares Notes are convertible at the Alternate Conversion Event of Default Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe Closing Date, (ii) interest on the Notes shall accrue through the second anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Event of Default Price (as defined in the Notes) assuming an Alternate Conversion Date as of the Closing Date and (iii) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 100% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes), (y) interest on the Notes shall accrue through the forty-five month anniversary of Designationsthe Closing Date and will be converted into shares of Common Stock at a conversion price equal to the Alternate Conversion Price and (z) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Securities are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 150% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (y) interest on the Notes shall accrue through the eighteen month anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as . The issuance of the trading day immediately preceding the applicable date of determination. Upon Commitment Shares are duly authorized and upon issuance or conversion in accordance with the Certificate of Designations or the exercise terms of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will Transaction Documents shall be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Ordinary Shares and the Warrants have been is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and except for such Liens described in Schedule 3(c) which have been waived as of the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designationsdate hereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of the maximum number of shares of Common Stock Warrant Shares initially issuable (i) upon conversion exercise of the maximum number Warrants as of Preferred Shares such date (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on possible adjustments pursuant to the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account anti-dilution rights attendant thereto or any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion exercise in accordance with the Certificate of Designations or the exercise of the Warrants and the payment in full of the exercise price under the Warrants (including by Cashless Exercise) thereundertherefor, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockOrdinary Shares. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The Upon issuance of the Preferred Shares and the Warrants have been duly authorized and upon issuance payment therefor in accordance with the terms and conditions of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closingthis Agreement, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Purchase Shares, respectively, will shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming The Initial Purchase Shares have been duly authorized and, upon issuance in accordance with the accuracy terms hereof, the Initial Purchase Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and reserved for issuance upon exercise in accordance with the Warrants. When issued in accordance with the Warrants, the Warrant Shares shall be validly issued, fully paid and non-assessable, to our knowledge, free of each all taxes, liens, charges, restrictions, rights of the representations first refusal and warranties set forth preemptive rights. 5,000,000 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 225,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Additional Commitment Shares in Section 2 of accordance with this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and are free from all taxes, liens and charges with respect to the issue (but not the acquisition, holding or disposition) thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, a number of Common Shares shall have been duly authorized and reserved for issuance, free of pre-emptive rights (except those that have been previously waived), sufficient for the purpose of enabling the Company shall have reserved from to satisfy its duly authorized capital stock not less than obligations to issue the sum of 300% of the maximum number of shares of Common Stock issuable (i) Conversion Shares upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion all of the Preferred Notes and the Warrant Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rightsrights (except those that have been previously waived), and such Conversion Shares and Warrant Shares will not be subject to any taxes, liens and charges with respect to on the issue (but not the acquisition, holding or disposition) thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Assuming the accuracy of each the representations of the representations Buyers in Section 2 hereof (and warranties in the Recertification Letter (as defined in the Warrant) in connection with the offer and issuance of Warrant Shares) and their compliance with the agreements set forth in Section 2 of this Agreementthe Transaction Documents, the offer and issuance by the Company of the Securities to the Buyers is (or will be in the case of the Conversion Shares and the Warrant Shares) exempt from registration under the 1933 ActAct and the prospectus and registration requirements of Canadian Securities Laws.

Issuance of Securities. The issuance of the Preferred Shares, the Common Shares and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 130% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of Subject to the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, thereof and the Preferred Xxxxxxxxx Shares shall be entitled to the rights are fully paid and preferences set forth in the Certificate of Designationsnonassessable. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 130% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, that the Preferred Shares Notes are convertible at the Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) 130% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without witho ut taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of that the representations and warranties of the Buyers set forth in Section 2 of this Agreementherein are true, the offer and issuance by the Company of the Securities is being sold by it are exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As The issuance of the Closing, the Company shall have reserved from its Commitment Shares is duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) and upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise terms of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will Transaction Documents shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming As of each Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein, but assuming for purposes hereof that all Additional Warrants issuable hereunder at the Additional Closing shall have been issued on the Initial Closing Date). Upon issuance or exercise in accordance with the Warrants, the Warrant Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the The Company shall have reserved from its duly authorized capital stock as of the Closing Date, (i) not less than the sum of 300125% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and determined without taking into account any limitations on the conversion of the Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsDesignation) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Preferred Shares or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 3.2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and and, upon issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. At least 30,000,000 shares of Common Stock (subject to adjustment pursuant to the Company’s covenant set forth in Section 4(c) below) have been duly authorized and reserved for issuance upon conversion of the Transaction Documents shall Preferred Shares and exercise of the Warrants. Upon conversion or exercise in accordance with the Certificate of Designation or the Warrants, as the case may be, the Conversion Shares and the Warrant Shares will be validly issued issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and The issuance by the Company of the Securities is exempt from registration under the 1933 Securities Act. The offer and sale by the Company of the Preferred Shares and the Warrants is being made in reliance upon the exemption from registration set forth in Rule 506 of Regulation D and/or Regulation S under the Securities Act and is only being made to “accredited investors” that meet the requirements of Rule 501(a) of Regulation D and similar exemptions under state law.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of 300(i) 100% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Conversion Price (as defined in of the Certificate of Designationsdate hereof) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common StockStock (other than restrictions on transfer as described in Section 2(g)). Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, hereof that (x) the Preferred Shares are convertible at the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof, and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) ), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Preferred Shares or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Special Warrants and the Warrants have has been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, the Special Warrants and the Warrants shall be validly issued issued, fully paid and non-assessable and free from all taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 110% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Special Warrants (assuming for purposes hereof, hereof that the Preferred Shares Special Warrants are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsSpecial Warrants) and without taking into account any limitations on the conversion of the Preferred Shares Special Warrants set forth in the Certificate of Designationstherein) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account regard to any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Special Warrants or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the applicable Closing, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than and reserved for issuance which equals 110% of the sum of 300% of (i) the maximum number of shares of Common Stock issuable (i) upon conversion of the Preferred Shares and (ii) the maximum number of Preferred Dividend Shares issuable pursuant to the terms of the Certificate of Designations, issuable at such Closing and issued at any prior Closing (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of DesignationsDesignations and that all dividends will be issued in the form of Dividend Shares for a period of three (3) and (ii) upon exercise years at an assumed value of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued Weighted Average Price as of the trading day immediately preceding the applicable date of determinationInitial Closing Date). Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderDesignations, the Conversion Shares and the Warrant Shares, respectively, Dividend Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Common Shares, the Prefunded Warrants and the Warrants have been are duly authorized and and, upon issuance and payment in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock issuable (i) upon conversion exercise of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) Prefunded Warrants and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Prefunded Warrants set forth in the Prefunded Warrant and the exercise of the Warrant Shares set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion exercise in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderWarrants, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Upon exchange in accordance with the Prefunded Warrants, the shares of Common Stock issuable upon exercise of the Prefunded Warrants, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized authorized, and upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 133% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designationstherein) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes), and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, filings, inchoate liens, violations, delinquent assessments, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock for issuance pursuant to the Notes, not less than the sum of 300(i) 100% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the Notes and (ii) 100% of the maximum number of Preferred Warrant Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 130% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) 130% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of Subject to the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance sale by the Company of the Securities is exempt from the registration under requirements of the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Debenture is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the ClosingClosing Date, the Company shall have reserved from its duly authorized share capital stock not less than the sum of 300150% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Debenture (assuming for purposes hereof, hereof that (x) the Preferred Shares Debenture are convertible at the Standard Conversion Price (as defined in the Certificate of DesignationsDebenture) and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Debenture set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsDebenture), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderDebenture, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common StockShares. Assuming Subject to the accuracy of each of the representations and warranties set forth of Buyer in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Notes are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled other than transfer restrictions pursuant to the rights and preferences set forth in the Certificate of Designationsapplicable securities laws. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate Notes), (y) interest on the Notes shall accrue through the first anniversary of Designationsthe Closing Date and will be converted in Common Shares at a conversion price equal to the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof and without taking (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than [135]% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares initially issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Notes are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Debentures and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and are free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, except as set forth on Schedule 3(c), the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 100% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares Debentures (assuming for purposes hereof, that the Preferred Shares Debentures are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares Debentures set forth in the Certificate of DesignationsDebentures) and (ii) 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Debentures or exercise in accordance with the exercise of Warrants, as the Warrants and payment of case may be, the exercise price under the Warrants (including by Cashless Exercise) thereunderInterest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth made by each Buyer in Section 2 of this Agreement2, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As The issuance of the Closing, the Company shall have reserved from its Commitment Shares is duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) and upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise terms of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will Transaction Documents shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or exercise in accordance with the Warrants, the Warrant Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the The Company shall have reserved from its duly authorized capital stock as of the Closing Date, (i) not less than the sum of 300125% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and determined without taking into account any limitations on the conversion of the Preferred Shares Notes set forth therein and assuming that the Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and (ii) 125% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the maturity date of the Notes (determined without taking into account any limitations on the conversion of the Notes set forth therein) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and The issuance by the Company of the Securities (other than the Warrants and the Warrant Shares) has been registered under the 1933 Act, the Securities (other than the Warrants and the Warrant Shares) are being issued pursuant to the Registration Statement and all of the Securities (other than the Warrants and the Warrant Shares) are freely transferable and freely tradable by each of the Buyers without restriction. The Registration Statement is exempt from registration effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Securities (other than the Warrants and the Warrant Shares) hereunder and as contemplated by the other Transaction Documents. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities. The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder and all other applicable laws and regulations. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933 Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments or supplements thereto (including, without limitation, the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, complied, and will comply, in all material respects with the requirements of the 1933 Act and did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company meets all of the requirements for the use of Form S-3 under the 1933 Act for the offering and sale of the Securities (other than the Warrants and the Warrant Shares) contemplated by this Agreement and the other Transaction Documents, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the ClosingShareholder Approval Date (as defined below), the Company a number of Common Shares shall have reserved from its been duly authorized capital stock not less than and reserved and maintained for issuance which equals or exceeds 130% of the sum of 300% aggregate of the maximum number of shares of Common Stock Shares (the "Required Reserved Amount) issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) Notes and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the Conversion of the Notes or exercise of the Warrants set forth in the Notes and Warrants), in each case, determined respectively) and (ii) as if issued as Interest Shares pursuant to the terms of the trading day immediately preceding the applicable date of determinationNotes. Upon issuance conversion or conversion payment in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under price, unless exercised pursuant to Cashless Exercise (as defined in the Warrants (including by Cashless ExerciseWarrants) thereunderin accordance with the Warrants, as the case may be, the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this AgreementAgreement and in Section 5 of the Put Agreements, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Note and the Warrants have been is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Note (assuming for purposes hereof, hereof that the Preferred Shares are Note is convertible at the Standard Conversion Price (as defined in the Certificate of DesignationsNote) and without taking into account any limitations on the conversion of the Preferred Shares Note set forth in the Certificate of Designationstherein) and (ii) the maximum number of Series A Warrant Shares issuable upon exercise of the Warrants Series A Warrant (without taking into account any limitations on the exercise of the Warrants Series A Warrant set forth in therein). Prior to (A) the Warrants), in each case, determined as if issued as time of issuance of the trading day immediately preceding Series B Warrant, if and when required under this Agreement, the applicable date Company shall have reserved from its duly authorized capital stock not less than 100% of determination. Upon issuance or conversion in accordance with the Certificate maximum number of Designations or Series B Warrant Shares issuable upon exercise of the Series B Warrant (without taking into account any limitations on the exercise of the Warrants and payment Series B Warrant set forth therein), (B) the time of issuance of the exercise price Series C Warrant, if and when required under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of Series C Warrant Shares issuable upon exercise of the Series C Warrant (without taking into account any limitations on the exercise of the Series C Warrant set forth therein), and (C) the time of issuance by of the Series D Warrant, if and when required under this Agreement, the Company shall have reserved from its duly authorized capital stock not less than 100% of the Securities is exempt from registration under the 1933 Act.maximum number of

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and upon issuance the filing of the Certificate of Designations with the Secretary of State of Delaware and when issued and delivered in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300140% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, hereof that (x) the Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations), (y) dividends on the Preferred Shares shall accrue through the eighteen month anniversary of the Closing Date and without taking will be converted in shares of Common Stock at the initial Conversion Price and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderDesignations, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Initial Preferred Shares are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. The issuance of the Preferred Shares Warrants and the Common Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges Liens with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price Required Reserve Amount (as defined in herein) or such lower amount that the Certificate of Designations) and without taking into account any limitations Company has available for reservation on such date (the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants“Closing Date Reserve Cap”), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Preferred Shares or exercise in accordance with the Common Warrants or the exercise of the Warrants and payment of the exercise price under the Preferred Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares, the Warrant Common Shares and the Warrant Preferred Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockStock or Preferred Shares, as the case may be. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The Each issuance of the Preferred Shares Notes and the Warrants have been pursuant to this Agreement is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued valid and free from all taxes, liens and charges with respect to binding obligations of the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of DesignationsCompany. As of the each Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes), and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued (and paid for with respect to the Warrant Shares), will be validly issued, fully paid and nonassessable and free from all preemptive or similar rightsrights and all mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue thereof, with the holders Holders being entitled to all rights accorded to a holder Holder of Common StockOrdinary Shares. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Holders in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Note and the Warrants have been Warrant is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Note (assuming for purposes hereof, hereof that the Preferred Shares are Note is convertible at the Standard Conversion Price (as defined in the Certificate of DesignationsNote) and without taking into account any limitations on the conversion of the Preferred Shares Note set forth in the Certificate of Designationstherein) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants Warrant (without taking into account any limitations on the exercise of the Warrants Warrant set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or Note, exercise in accordance with the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderWarrant, the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Investor in Section 2 of this Agreement, the offer offer, issuance and issuance sale by the Company of the Securities is to the Investor under this Agreement and the other Transaction Documents, as applicable, are exempt from registration under the 1933 ActAct under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D. “Common Stock” means (i) the Company’s shares of common stock, $0.015 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and are free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than the sum of 300and reserved for issuance which equals 130% of the maximum number of shares of Common Stock issuable upon the issuance of Interest Shares pursuant to the terms of the Notes (i) without taking into effect any limitations on the issuance of Interest Shares set forth in the Notes), upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of DesignationsNotes) and (ii) upon exercise of the Warrants (without taking into account of any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or exercise in accordance with the exercise of Warrants, as the Warrants case may be, and payment of the exercise price under consideration set forth in this Agreement, the Warrants (including by Cashless Exercise) thereunderNotes and the Warrants, the Interest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the Buyer's representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities in conformity with the terms of this Agreement constitute transactions is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum a number of shares of Common Stock issuable (i) upon conversion shall have been duly authorized and reserved for issuance which equals or exceeds 200% of the aggregate of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at “Required Reserved Amount) (i) shares of Common Stock issuable upon conversion of the Conversion Price Notes (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion issuance thereof pursuant to the terms of the Preferred Shares set forth in the Certificate of Designations) Notes), and (ii) Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as . As of the trading day immediately preceding the applicable date hereof, there are 103,135,507 shares of determinationCommon Stock authorized and unissued. Upon issuance or conversion of the Notes in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of in accordance with the exercise price under Warrants, as the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Notes) as of Designationsthe Closing Date and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes), and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Shares, and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of 300(i) 150% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of all the maximum number of Preferred Shares then outstanding (assuming for purposes hereof, hereof that the Preferred Shares are convertible at the Conversion Floor Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) ), and (ii) 150% of the maximum number of Warrant Shares initially issuable upon exercise of all the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in therein) (collectively, the Warrants“Required Reserve Amount”), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Preferred Shares or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Notes are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances 4812-8381-8166v.6 (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (i) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (ii) interest on the Notes shall accrue through December 31, 2021 and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (iii) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock prior to the effectiveness of the Reverse Split, 1,035,756,126 shares of its Common Stock, and upon effectiveness of the Reverse Split, not less than 200% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) as summing an Alternate Conversion Date (as defined hereof) as of Designationsthe date hereof, and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than and reserved for issuance which equals at least 130% of the sum of 300% of (i) the maximum number of shares of Common Stock then issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) the maximum number of shares of Common Stock then issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities to each of the Buyers is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Debentures is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the ClosingFirst Closing Date, the Company shall have reserved from its duly authorized share capital stock not less than the sum of 300150% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the First Debenture and as of the Second Closing Date, the Company shall have reserved from its duly authorized share capital not less than 150% of the maximum number of Preferred Conversion Shares issuable upon conversion of the Debentures (assuming for purposes hereof, hereof that (x) the Preferred Shares Debentures are convertible at the Standard Conversion Price (as defined in the Certificate of DesignationsDebentures) and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Debentures set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsDebentures), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderDebentures, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common StockShares. Assuming Subject to the accuracy of each of the representations and warranties set forth of Buyer in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance Except to the extent that the Shareholder Approval (as defined in Section 4(h) below) is required to authorize sufficient shares for the conversion of the Preferred Shares and Notes, the Warrants have been Securities are duly authorized and and, upon issuance in accordance with the terms of the applicable Transaction Documents Documents, shall be (i) validly issued issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue issuance thereof, other than any liens or encumbrances created by or imposed by the Buyers, and shall not be subject to preemptive rights or other similar rights of shareholders of the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of DesignationsCompany. As of the Initial Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of 1,783,222 shares of Common Stock issuable (i) will have been duly authorized and reserved for issuance upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) Notes and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon conversion or issuance or conversion in accordance with the Certificate of Designations or the exercise terms of the Warrants and payment Notes or upon exercise or issuance in accordance with the terms of the exercise price under the Warrants (including by Cashless Exercise) thereunderWarrants, as applicable, the Conversion Shares and the Warrant Shares, respectivelyas the case may be, issued upon such conversion or exercise will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or and similar rights, taxes, liens and charges with respect to the issue thereof, other than any liens or encumbrances created by or imposed by the Buyers, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of each of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActSecurities Act and applicable state securities laws. Once the Shareholder Approval (as defined in Section 4(h) below) is obtained, the Company shall reserve sufficient shares for the conversion of the Notes for which sufficient shares had not been previously reserved by the Company.

Issuance of Securities. The Upon issuance of to the Buyers, the Preferred Shares (whether issued at the Closing or upon mandatory exchange of the Designated Preferred) and the Warrants Designated Preferred (if issued hereunder) will have been duly authorized and upon issuance in accordance with the terms validly issued without violation of the Transaction Documents shall preemptive rights of any Person and will be validly issued fully-paid and nonassessable, free from all taxesand clear of any Liens, liens and taxes or charges with respect to the issue thereof, use thereof and the Preferred Shares shall be entitled to the rights and preferences set forth in the Restated Charter and the Designated Preferred Certificate of DesignationsDesignation, respectively. As of the Closing, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than the sum of 300% of and reserved for issuance as Conversion Shares which equals at least the maximum number of shares of Common Stock then issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in purchased by the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determinationBuyers pursuant to this Agreement. Upon issuance or conversion in accordance with the Restated Charter or the Designated Preferred Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderDesignation, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive (except as set forth in the Restated Charter) or similar rights, taxes, liens and Liens or charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer offer, sale and issuance by the Company of the Securities hereunder is exempt from registration under the 1933 ActAct (pursuant to the exemption provided by Section 4(2) thereof) and all applicable state securities laws.

Issuance of Securities. (i) The issuance of the Preferred Shares and the Warrants will have been duly authorized and and, upon issuance in accordance with the terms hereof, will be properly and validly allotted and issued, fully paid, free of the Transaction Documents shall be validly issued any and all Liens, and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the of preemptive rights and preferences set forth in the Certificate or rights of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and first refusal; (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Notes, in each casewhen issued, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion sold and delivered in accordance with the Certificate terms of Designations or this Agreement, will have been duly authorized free of any and all Liens, validly issued and non-assessable; (iii) the exercise Warrants will have been duly authorized free of any and all Liens, and, subject to receipt of the Warrants Shareholder Approval, will be free of preemptive rights or rights of first refusal and, upon issuance in accordance with the terms hereof, will be duly executed, authenticated, issued and payment delivered, and will constitute valid and binding obligations of the exercise price under Company, enforceable against the Warrants Company in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application; and (including by Cashless Exerciseiv) thereunderupon receipt of the Shareholder Approval, the Conversion Shares and the Warrant SharesShares will have been duly authorized and will, respectivelyupon issuance, will following conversion of the Notes or exercise of the Warrants, as applicable, in accordance with terms thereof, be validly allotted and issued, fully paid free from any and nonassessable all Liens and free from all of preemptive rights or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Actfirst refusal.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Securities is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, the Securities shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of the maximum number of shares of Common Stock Underlying Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Conversion Price (as defined in the Certificate Notes) as of Designationsthe Closing and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or Notes and after the exercise making and receipt of the Warrants Required Filings and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderApprovals, the Conversion Shares and the Warrant Underlying Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement2, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Securities are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be (i) validly issued issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issue thereof, thereof and the Preferred Shares shall be (iii) entitled to the rights and preferences set forth in the Certificate of DesignationsDesignation and the Warrants, respectively. As of the Closingdate hereof, the Company shall have reserved from its duly authorized capital stock not less than the sum aggregate of 300(i) 200% of the maximum number of shares Conversion Shares issuable upon conversion of Common all of the Series C-1 Preferred Stock and (ii) the number of Warrant Shares issuable (i) upon exercise of all of the Warrants to be issued at the C-1 Closing, without regard to limitations on conversion or exercise, have been duly authorized and reserved for issuance. Such Conversion Shares and Warrant Shares so reserved shall be allocated for issuance upon conversion of the maximum Preferred Stock and exercise of the Warrants pro rata among the Buyers based on the number of Preferred Shares (assuming for purposes Stock held by such Buyer relative to the total number of outstanding Preferred Stock. Subsequent to the date hereof, that not less than the Preferred aggregate of (i) 150% of the number of Conversion Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the then issuable upon conversion of all the then outstanding shares of Preferred Shares set forth in the Certificate of Designations) Stock and (ii) the number of Warrant Shares issuable at such time upon exercise of all the Warrants (then outstanding Warrants, without taking into account any regard to limitations on the exercise of the Warrants set forth in the Warrants)conversion or exercise, in each case, determined as if issued as of the trading day immediately preceding the applicable date of determinationshall be duly authorized and reserved for issuance. Upon issuance conversion or conversion exercise in accordance with the Certificate of Designations or Designation and the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderWarrants, as applicable, the Conversion Shares and the Warrant Shares, respectively, Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Common Shares, the Adjustment and the Warrants have been are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, the Common Shares and the Warrants shall be validly issued and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof, thereof and the Preferred Common Shares shall be fully paid and nonassessable with the holders being entitled to the all rights and preferences set forth in the Certificate accorded to a holder of DesignationsCommon Stock. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 135% of the sum of 300% of (i) the maximum number of shares of Common Stock Warrant Shares issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in therein) and (ii) the Warrantsmaximum number of Adjustment Shares issuable pursuant to the terms of this Agreement (without taking into account the Adjustment Shares Cap and the Maximum Percentage), in each case, determined as if issued as . Upon exercise of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion Warrants in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderWarrants, the Conversion Warrant Shares and the Warrant Shares, respectively, when issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming The Adjustment Shares, when issued in accordance with the terms of Section 1(b), will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of each of the representations and warranties set forth in Section 2 of the Buyers this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been are duly authorized and and, upon issuance and payment in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, . Effective upon the approval by the Company’s stockholders by a requisite vote as required under Delaware law of a reverse split of its issued and the Preferred Shares shall be entitled to the rights outstanding common stock in a ratio of no less than 1:20 and preferences set forth in the filing of an amendment of its Certificate of Designations. As Incorporation with the Secretary of State of the ClosingState of Delaware (the “Stockholder Approval”), the Company shall have reserved from its duly authorized capital stock not less than the sum of 300125% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, hereof that the (x) such Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations) and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderDesignations, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 120% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, that the Preferred Shares Notes are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of DesignationsNotes) and (ii) 120% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or exercise in accordance with the exercise of Warrants, as the Warrants and payment of case may be, the exercise price under the Warrants (including by Cashless Exercise) thereunderInterest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the The offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Conversion Floor Price (as defined in the Certificate of DesignationsNotes) and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Conversion Hard Floor Price (as defined in the Certificate Notes), (y) interest on the Notes shall accrue through the eighteen month anniversary of Designationsthe Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Hard Floor Price and (z) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than (x) 200% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (i) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (ii) interest on the Notes shall accrue through the applicable Maturity Date of such Notes (or portions thereof, as applicable) (except, with respect to any Restricted Principal, accrue through December 31, 2023) and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (iii) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (iiy) 100% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.. (d)

Issuance of Securities. The issuance of the Preferred Shares Note and the Warrants have has been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the The Company shall have has reserved from its duly authorized share capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Note (assuming for purposes hereof, hereof that (x) the Preferred Shares are Note is convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNote)) and without taking (y) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Note set forth in the Certificate of Designations) Note, and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in therein); provided, however, that the Warrants), in each case, determined as if issued as Company shall be deemed to have satisfied the foregoing by having an unlimited number of the trading day immediately preceding the applicable date of determinationCommons Shares authorized for issuance. Upon issuance or conversion in accordance with the Certificate of Designations Note or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Creditor in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and exempt from the prospectus requirements under Canadian Securities Laws.

Issuance of Securities. The issuance of the Preferred Securities is duly authorized, with the exception of the need to receive the Requisite Shareholder Approval (as defined in the Notes) solely for the issuance of any Note Shares in excess of the limitations imposed by Subsection 607(g) of the TSX Company Manual, and the Warrants have been duly authorized when issued and upon issuance delivered in accordance with the terms of the Transaction Documents Documents, the Securities shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and and, in the Preferred Shares shall be case of the Notes, entitled to the rights and preferences set forth in benefits of the Certificate of DesignationsIndenture. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum a number of shares equal to the greater of Common Stock issuable (iA) upon conversion (x) the then outstanding principal amount of the maximum number of Preferred Shares Convertible Notes, divided by (assuming for purposes hereof, that the Preferred Shares are convertible at y) the Conversion Price (as defined in the Certificate Notes) then in effect and (B) two hundred percent (200%) of Designationsa fraction, the numerator of which shall be (x) and without taking into account any limitations on the conversion then outstanding principal amount of the Preferred Shares set forth Convertible Notes plus an amount equal to all interest accruable on such outstanding principal amount through May 1, 2023, and the denominator of which shall be (y) the Market Stock Payment Price (as defined in the Certificate of Designations) and (ii) Notes), for issuance upon exercise the issuance of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determinationNote Shares. Upon issuance or conversion in accordance with the Certificate of Designations Indenture or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, as applicable, the Conversion Note Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than 180% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockOrdinary Shares. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Convertible Notes is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares Conversion Shares issuable pursuant to the terms of Common Stock issuable (i) the Convertible Notes, including, without limitation, upon conversion of the maximum number of Preferred Shares or otherwise (assuming for purposes hereof, such purpose that the Preferred Shares (x) such Convertible Notes are convertible at the Original Conversion Price (as defined in the Certificate Convertible Notes), (y) interest on the Convertible Notes shall accrue through the eighteen- month anniversary of Designationseach applicable Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Original Conversion Price and (z) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Convertible Notes set forth in the Certificate Convertible Notes) (the “Required Reserve Amount”). “Common Stock” means (i) the Company’s shares of Designations) common stock, $0.001 par value per share, and (ii) upon exercise any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock. The issuance of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Conversion Shares is duly authorized, in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon and upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderConvertible Notes, the Conversion Shares and the Warrant Shares, respectively, when issued will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens and charges taxes or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 105% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate Notes), (ii) the maximum number of DesignationsInterest Shares issuable pursuant to the terms of the Notes from the Closing Date through the Maturity Date (as defined in the Notes) (determined without taking into account any limitations on the issuance of securities set forth in the Notes) and (iiiii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (assuming for purposes hereof, that all the Warrants issuable hereunder have been issued and without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Securities is duly authorized and and, upon issuance in accordance with thereof, the terms of the Transaction Documents shall Securities will be validly issued issued, fully paid, non-assessable and are and will be free from all taxes, liens taxes and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of DesignationsLiens. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum a number of shares of Common Stock issuable shall have been duly authorized and reserved for issuance which equals or exceeds 130% of the aggregate of (i) the maximum number of Warrant Shares (if the Warrant is required to be issued pursuant to Section 2.2(b)) issuable upon exercise of the Warrant without taking into account any limitations on the exercise of the Warrant set forth in the Warrant and (ii) the maximum number of Conversion Shares issuable upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and Amended Note without taking into account any limitations on the conversion of the Preferred Shares Amended Note set forth in the Certificate of Designations) and (ii) Amended Note. Upon conversion or payment in accordance with the Amended Note, the Conversion Shares and, upon exercise of the Warrants Warrant (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantsif required to be issued pursuant to Section 2.2(b), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion ) in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderterms thereof, the Conversion Warrant Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens taxes and charges with respect to the issue thereofLiens, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the The offer and issuance by the Company of the Securities is exempt from registration under the 1933 Securities Act. The Securities shall be issued in compliance with all applicable securities laws.

Issuance of Securities. The issuance of the Series G-1 Preferred Shares and the Warrants have been is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company a number of shares of Common Stock shall have reserved from its been duly authorized capital stock not less than and reserved for issuance which equals or exceeds (the sum of 300“Required Reserved Amount) 100% of the maximum number of shares of Common Stock Series G-1 Conversion Shares issuable (i) upon conversion pursuant to the terms of the maximum number of Series G-1 Preferred Shares (assuming for purposes hereof, that the Series G-1 Preferred Shares are convertible at the a Conversion Price (as defined in the Series G-1 Certificate of Designations) equal to $0.10 (as adjusted for any stock split, stock dividend, stock combination, recapitalization or similar event related to the Common Stock occurring on or after the date hereof) and without taking into account any limitations on the conversion of the Series G-1 Preferred Shares set forth in the Series G-1 Certificate of Designations) and (ii) upon exercise ). Upon conversion of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion Series G-1 Preferred Shares in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderterms thereof, the Series G-1 Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the The offer and issuance by the Company of the Securities is Series G-1 Preferred Shares in conformity with this Agreement constitute transactions exempt from registration under the 1933 Act pursuant to Section 3(a)(9) of the 1933 Act.. The Company acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 Act, (i) the Series G-1 Preferred Shares being issued in exchange for the Series G Preferred Shares shall take on the registered characteristics of such Series G Preferred Shares, and (ii) the Series G-1 Preferred Shares being issued in exchange for the Series H-1 Preferred Shares shall take on the registered characteristics of such Series H-1

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been is duly authorized authorized, and after receipt of Shareholder Approval and upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closingdate of Shareholder Approval, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designationstherein) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Note and the Warrants have been and, subject to the timely election of the Investor in accordance with the first sentence of Section 1(b), the issuance of the Additional Note and the Additional Warrants, in each case are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall this Agreement, will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Note (assuming for purposes hereof, hereof that the Preferred Shares are Note is convertible at the Fixed Conversion Price (as defined in the Certificate of DesignationsNote) and without taking into account any limitations on the conversion of the Preferred Shares Note set forth in the Certificate of Designationstherein) and (ii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants Warrant set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or Note and upon exercise in accordance with the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderWarrant, the Conversion Shares and the Warrant Shares, respectively, and if issued to the Investor pursuant to this Agreement, upon conversion in accordance with the Additional Note and upon exercise in accordance with the Additional Warrants, the Additional Conversion Shares and the Additional Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Investor in Section 2 of this Agreement, the offer offer, issuance and issuance sale by the Company of the Securities is to the Investor under this Agreement and the other Transaction Documents, as applicable, are exempt from registration under the 1933 ActAct under Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D. “Common Stock” means (i) the Company’s shares of common stock, par value $0.0001 per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Issuance of Securities. The issuance of the Preferred Shares Debentures and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and are free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, except as set forth on Schedule 3(c), the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 130% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares Debentures (assuming for purposes hereof, that the Preferred Shares Debentures are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares Debentures set forth in the Certificate of DesignationsDebentures) and (ii) 130% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Debentures or exercise in accordance with the exercise of Warrants, as the Warrants and payment of case may be, the exercise price under the Warrants (including by Cashless Exercise) thereunderInterest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth made by each Buyer in Section 2 of this Agreement2, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number Notes and exercise of Preferred Shares the Warrants (assuming for purposes hereof, that the Preferred Shares Notes are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares Notes as set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day Trading Day immediately preceding the applicable date of determination. Except as otherwise provided in the Warrants, if the reserve falls below such 300%, the Company will increase the Company’s authorized Common Stock so that the Company shall have enough authorized shares to reserve 300% of the number of shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 3.2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Securities Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized share capital stock not less than the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Conversion Price $0.25 and (as defined in the Certificate of Designationsy) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants or upward adjustments to the number of Warrant Shares other than standard anti-dilution provisions set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly ---------------------- authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, Closing Date the Company shall have reserved from its has duly authorized capital stock not less than the sum of 300% and reserved for issuance upon conversion of the maximum Notes and exercise of the Warrants at least that number of shares of Common Stock equal to the sum of (A) 200% of the number of shares of Common Stock needed to provide for the issuance of the Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Initial Notes as if the Initial Notes had been converted on the Initial Closing Date (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account regard to any limitations on the conversion conversions) and (B) 100% of the Preferred number of shares of Common Stock needed to provide for the issuance of the Initial Warrant Shares as if the Initial Warrants had been exercised on the Initial Closing Date (without regard to any limitations on exercises) (subject to adjustment pursuant to the Company's covenant set forth in the Certificate of DesignationsSection 4(f) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantsbelow), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance conversion or conversion exercise in accordance with the Certificate of Designations Notes or the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer and The issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance Subject to the satisfaction of the condition set forth in Section 6(a)(v), the Preferred Shares and the Warrants have been are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents hereof, shall be (i) validly issued issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issue thereof, thereof and the Preferred Shares shall be (iii) entitled to the rights and preferences set forth in the Certificate of Designations. As Subject to the satisfaction of the Closingcondition set forth in Section 6(a)(v), the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% prior to each of the maximum Closings the number of shares of Common Stock issuable (isubject to adjustment pursuant to the Company's covenant set forth in Section 4(f) upon conversion below) required to have been reserved for issuance under the terms of the maximum number of Preferred Shares (assuming for purposes hereofthis Agreement, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) Designations and without taking into account any limitations on the Warrants shall have been duly authorized and reserved for issuance upon conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance conversion or conversion exercise in accordance with the Certificate of Designations or the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock, subject to the approval by the shareholders of the proposal to increase the number of authorized shares of Common Stock to 100,000,000 on March 3, 1999. Assuming the accuracy of each of the representations and warranties set forth made by the Buyers in Section 2 of this Agreementhereof, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Purchased ADSs are duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall hereof, will be (i) properly and validly issued allotted and issued, fully paid and nonassessable, (ii) free from all taxes, liens taxes and charges Liens with respect to the issue thereof, issuance thereof and the Preferred Shares shall be (iii) entitled to the rights and preferences set forth in the Certificate of DesignationsDeposit Agreement and the ADRs evidencing the Purchased ADSs. As The Purchased Ordinary Shares are duly authorized and, upon issuance of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion Purchased ADSs in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectivelyterms hereof, will be (A) duly deposited with the Depositary in accordance with the Deposit Agreement, with the Depositary being entered in the register of members of the Company in respect of the Purchased Ordinary Shares, (B) properly and validly allotted and issued, fully paid and nonassessable and (C) free from all preemptive or similar rights, taxes, liens taxes and charges Liens with respect to the issue thereof. The holders of the Purchased Ordinary Shares, with upon issuance upon surrender of the holders being Purchased ADSs to the Depositary, will be entitled to all rights accorded to a holder of Common StockOrdinary Shares. Assuming the accuracy of each of the representations and warranties of Buyers set forth in Section 2 of this AgreementSections 2.a, 2.b, 2.d and 2.i, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and applicable state securities laws.

Issuance of Securities. The issuance of the Preferred Shares Note and the Warrants have been is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall Documents, will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Note (assuming for purposes hereof, hereof that the Preferred Shares are Note is convertible at the Standard Conversion Price (as defined in the Certificate of DesignationsNote) and without taking into account any limitations on the conversion of the Preferred Shares Note set forth in the Certificate of Designationstherein) and (ii) the maximum number of Series E Warrant Shares issuable upon exercise of the Warrants Series E Warrant (without taking into account any limitations on the exercise of the Warrants Series E Warrant set forth in therein). Prior to (A) the Warrants), in each case, determined as if issued as time of issuance of the trading day immediately preceding Series F Warrant, if and when required under this Agreement, the applicable date Company shall have reserved from its duly authorized capital stock not less than 100% of determination. Upon issuance or conversion in accordance with the Certificate maximum number of Designations or Series F Warrant Shares issuable upon exercise of the Series F Warrant (without taking into account any limitations on the exercise of the Warrants and payment Series F Warrant set forth therein), (B) the time of issuance of the exercise price Series G Warrant, if and when required under the Warrants (including by Cashless Exercise) thereunder, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the offer Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of Series G Warrant Shares issuable upon exercise of the Series G Warrant (without taking into account any limitations on the exercise of the Series G Warrant set forth therein), and (C) the time of issuance by of the Series H Warrant, if and when required under this Agreement, the Company shall have reserved from its duly authorized capital stock not less than 100% of the Securities is exempt from registration under the 1933 Act.maximum number of

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Notes are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 300% of the sum of 300% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (y) interest on the Notes shall accrue through the nine month anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderthe, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall will be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges or Encumbrances (as defined below) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 125% of the sum of 300% of (i) the maximum number of shares of Common Stock Conversion Shares initially issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens rights and charges Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. “Common Stock” means (i) the Company’s shares of common stock, $0.01 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been is duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, hereof that (x) the Preferred Shares are convertible at the initial Conversion Price (as defined in the Certificate of Designations), (y) dividends on the Preferred Shares shall accrue through the second anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Certificate of Designations) assuming an Alternate Conversion Date (as defined in the Certificate of Designations) as of the date hereof and without taking (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination,. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderPreferred Shares, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and are free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300120% of the maximum number of shares of Common Stock (A) issuable (i) upon conversion or redemption of the maximum number of Preferred Shares Notes (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion or redemption of the Preferred Shares Notes set forth in the Certificate of DesignationsNotes and assuming such conversion or redemption occurred at Closing) and (iiB) issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsWarrants and assuming such conversion or redemption occurred at Closing), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion and payment of all consideration then due from the holder in respect thereof in accordance with the Certificate of Designations terms thereof, in accordance with the Notes or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Based in part upon the accuracy of each of the representations and warranties of the Buyers’ set forth in Section 2 of this AgreementArticle 2, the offer and issuance by the Company of the Securities is Notes, Warrants, the Conversion Shares and the Warrant Shares (when issued) are exempt from registration under the 1933 Act.

Issuance of Securities. The Upon issuance of the Preferred Shares and the Warrants have been duly authorized and upon issuance payment therefor in accordance with the terms and conditions of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closingthis Agreement, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Purchase Shares (assuming for purposes hereofincluding, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderlimitation, the Conversion Shares and the Warrant Initial Purchase Shares, respectively, will ) shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges, restrictions (other than such restrictions on transfer arising under the Securities Act prior to the effective date of the Registration Statement registering the resale thereof by the Investor under the Securities Act), rights of first refusal and charges preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockStock under the Certificate of Incorporation, Bylaws and the Delaware Revised Statutes. Assuming Upon issuance in accordance with the accuracy of each of the representations terms and warranties set forth in Section 2 conditions of this Agreement, the offer Commitment Shares (as defined below in Section 5(e)) shall be validly issued, fully paid and issuance nonassessable and free from all taxes, liens, charges, restrictions (other than such restrictions on transfer arising under the Securities Act prior to the effective date of the Registration Statement registering the resale thereof by the Company of Investor under the Securities is exempt from registration Act), rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock under the 1933 ActCertificate of Incorporation, Bylaws and the Delaware Revised Statutes. 7,651,279 shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares (other than the Initial Purchase Shares).

Issuance of Securities. The issuance of the Preferred Shares Securities is duly authorized, and the Warrants have been duly authorized and Securities, upon issuance in accordance with the terms of the Transaction Documents issuance, shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and and, subject to the filing of the Certificate of Designation, the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of DesignationsDesignation. As of the Initial Closing, the Company shall have reserved from its duly authorized capital stock for the purpose of issuance not less than the sum of 300(i) 120% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) initial conversion price and without taking into account any limitations on the conversion of the Preferred Shares that may be set forth in the Certificate of DesignationsDesignation) issued at the Initial Closing and (ii) 120% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of ) issuable at the trading day immediately preceding the applicable date of determinationInitial Closing. Upon issuance or conversion in accordance with the Certificate of Designations Designation or exercise in accordance with the exercise of Warrants, as the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereundercase may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of Subject to the representations and warranties set forth of the Investors in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is are exempt from registration under the 1933 Securities Act of 1933, as amended (the “Securities Act”).

Issuance of Securities. The issuance of Exchange Notes, the Preferred Bridge Note, the Consideration Shares and the Warrants Consideration Warrant have been duly authorized by all necessary corporate action (other than Stockholder Approval) and, when paid for or issued in accordance with the terms hereof, the Exchange Notes, the Bridge Note, the Consideration Shares and upon issuance the Consideration Warrant shall be validly issued and outstanding, free and clear of all liens, encumbrances and rights of refusal of any kind. When the Conversion and Exercise Shares (as defined below) are issued and paid for in accordance with the terms of the Transaction Documents shall be validly issued this Agreement and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences as set forth in the Certificate of Designations. As of the ClosingExchange Notes, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares (assuming for purposes hereofConsideration Shares, that the Preferred Shares are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Exchange Shares, in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderConsideration Warrant, the Conversion Shares and the Warrant Shares, respectively, such shares will be duly authorized by all necessary corporate action and validly issuedissued and outstanding, fully paid and nonassessable nonassessable, free and free from clear of all preemptive or similar rightsliens, taxes, liens encumbrances and charges with respect to the issue thereof, with rights of refusal of any kind and the holders being shall be entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each Upon issuance of the representations Exchange Notes, the Consideration Shares and warranties the Consideration Warrant, each Lender shall beneficially own (without giving effect to any beneficial ownership “blocker” set forth in Section 2 therein) securities (including Warrants) convertible into or exercisable for the percentage of this Agreement, the offer and issuance by fully-diluted equity capitalization of the Company at least equal to the percentage set forth opposite such Lender’s name on Schedule 2.1(c) on an as-converted, fully diluted basis (before giving effect to the adoption of the Securities is exempt from registration under Equity Plan and the 1933 Actreservation of shares of Common Stock contemplated thereby).

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Notes are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof, (y) interest on the Notes shall accrue through the thirty-six month anniversary of the Closing Date and without taking will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination,. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have been Notes is duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents shall this Agreement, will be validly issued issued, fully paid and non-assessable, free from and clear of all taxesLiens, liens other than restrictions on transfer under this Agreement and charges with respect to the issue thereof, under applicable state and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designationsfederal securities laws. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate of DesignationsNotes) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) therein), and (ii) upon exercise 200% of the Warrants (without taking into account any limitations on maximum number of Interest Shares issuable pursuant to the exercise terms of the Warrants set forth Notes from the Closing Date through the Maturity Date (assuming for purposes hereof that the Interest Shares are issuable at the initial Conversion Price (as defined in the WarrantsNotes), in each case, determined as if issued as ). The issuance of the trading day immediately preceding the applicable date of determination. Upon issuance or Conversion Shares is duly authorized, and upon conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable non-assessable, free and free from clear of all preemptive or similar rightsLiens, taxes, liens other than restrictions on transfer under this Agreement and charges with respect to the issue thereofunder applicable state and federal securities laws, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each The issuance of the representations Interest Shares is duly authorized, and warranties set forth upon issuance in Section 2 of this Agreementaccordance with the Notes, the offer Interest Shares, when issued, will be validly issued, fully paid and issuance by non-assessable, free and clear of all Liens, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws, with the Company holders being entitled to all rights accorded to a holder of the Securities is exempt from registration under the 1933 ActCommon Stock.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 130% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the initial Conversion Price (as defined in the Certificate Notes), (y) interest on the Notes shall accrue through the third anniversary of Designationsthe Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as defined in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof and without taking (z) any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) Notes), and (ii) 50% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or the exercise of the Warrants and payment of the exercise price under in accordance with the Warrants (including by Cashless Exercise) thereunderas the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. “Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Issuance of Securities. The issuance of the Preferred Shares and the Warrants have Notes has been duly authorized and and, upon issuance in accordance with the terms of the Transaction Documents Documents, the Notes shall be validly issued issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, subject to Permitted Liens (under and the Preferred Shares shall be entitled to the rights and preferences set forth as defined in the Certificate of DesignationsNotes). As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300200% of the maximum number of shares of Common Stock Conversion Shares issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, hereof that (x) the Preferred Shares Notes are convertible at the Alternate Conversion Price (as defined in the Certificate Notes) assuming an Alternate Conversion Date (as defined in the Note) as of Designationsthe date hereof and (y) and without taking any such conversion shall not take into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of Designations) and (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsNotes), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations or the exercise of the Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunderNotes, the Conversion Shares and the Warrant Shares, respectivelywhen issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the representations and warranties set forth of the Buyers in Section 2 of this Agreement, and, assuming issuance of the Conversion Shares is in accordance with the terms and conditions of the Notes, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Preferred Shares Notes and the Warrants have been are duly authorized and upon issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the sum of 300(i) 125% of the maximum number of shares of Common Stock issuable (i) upon conversion of the maximum number of Preferred Shares Notes (assuming for purposes hereof, that the Preferred Shares Notes are convertible at the Conversion Price (as defined in the Certificate of Designations) and without taking into account any limitations on the conversion of the Preferred Shares Notes set forth in the Certificate of DesignationsNotes) and (ii) 125% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants), in each case, determined as if issued as of the trading day immediately preceding the applicable date of determination. Upon issuance or conversion in accordance with the Certificate of Designations Notes or exercise in accordance with the exercise of Warrants, as the Warrants and payment of case may be, the exercise price under the Warrants (including by Cashless Exercise) thereunderInterest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement, the The offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and all Canadian securities laws are inapplicable to such offer and issuance.