Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. The issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes and the Warrants is are duly authorized and, and upon issuance, issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue issuance thereof. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 110% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof conversion of the Notes set forth in the Notes), (ii) 110% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes) Notes from the Closing Date through the second anniversary of the Closing Date (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares determined as if issued and issuable pursuant to the Warrants to be issued in such Closing, each as of on the Trading Day (as defined in the WarrantsNotes) immediately preceding the applicable date Closing Date without taking into account any limitations on the issuance of determination securities set forth in the Notes) 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). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of The Company shall have reserved from its duly authorized capital stock for issuance pursuant to the applicable ClosingNotes, a number of (i) prior to the Stockholder Approval Date (as defined below), no shares of Common Stock shall have been duly authorized Stock, and reserved for issuance which equals or exceeds (ii) from and after the “Required Reserved Amount) Stockholder Approval Date, not less than 150% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at the Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividenddefined in the Note) as of the date hereof, stock split, stock combination, reclassification or similar transaction occurring after (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and 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 without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes set forth in the Notes) (the “Initial Conversion Price”) plus ), and (ii) the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes Preferred Shares and the Warrants is have been duly authorized and, and upon issuance, 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, a 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 shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of issuable (i) upon conversion of the maximum number of Conversion Preferred Shares issued and issuable pursuant to (assuming for purposes hereof, that the Notes to be issued in such Closing based on Preferred Shares are convertible at the initial Conversion Price (as defined in the NotesCertificate of Designations) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesPreferred Shares set forth in the Certificate of Designations) (the “Initial Conversion Price”) plus and (ii) the maximum number upon exercise of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As , in each case, determined as if issued as of the trading day immediately preceding the applicable date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesdetermination. Upon issuance or conversion of the Notes in accordance with the Notes Certificate of Designations or the exercise of the Warrants in accordance with and payment of the Warrants, as exercise price under the case may beWarrants (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. This Section 3(c) is subject to the same limitation described in the second to last sentence of Section 3(b).

Issuance of Securities. The issuance of the Notes Preferred Stock and the Warrants is are duly authorized and, upon issuanceissuance 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 liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 133% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on Preferred Stock (assuming for purposes hereof that the initial Preferred Stock is convertible at the Conversion Price (as defined in the NotesCertificate of Designation) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Preferred Stock set forth in the “Initial Conversion Price”) plus Certificate of Designation), and (ii) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As The issuance of the date hereofConversion Shares is duly authorized, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes Preferred Stock in accordance with the Notes or exercise Certificate of the Warrants in accordance with the Warrants, as the case may beDesignation, the Conversion Shares and the Warrant Shares, respectivelywhen 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 the accuracy of each The issuance of the representations Warrant Shares is duly authorized, and warranties set forth upon exercise in Section 2 of this Agreementaccordance with the Warrants, the offer Warrant Shares, when issued, 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, with the holders of the Warrant Shares being entitled to all rights accorded to a holder of Common Stock. The issuance by the Company of the Securities is exempt from registration has been registered under the 1933 Act, the Securities will be issued pursuant to the Registration Statement (as defined below) and all of the Securities will be freely transferable and freely tradable by each of the Investors without restriction. Prior to the Closing Date, the Registration Statement will be effective and available for the issuance of the Securities thereunder and the Company will not have 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 hereunder and as contemplated by the other Transaction Documents. Upon receipt of the applicable Securities, each Investor will have good and marketable title to the applicable Securities. “Common Stock” means (i) the Company’s shares of common stock, $0.001 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 Notes Notes, the Common Shares and the Warrants is are (or were, as applicable) duly authorized and, upon issuance, shall be validly issued and are free from all taxes, liens and charges with respect to the issue thereofthereof and, upon the Company’s receipt of the applicable consideration therefor, the Common Shares are fully paid and nonassessable. As of the applicable Initial Closing, a the Company shall have reserved from its duly authorized capital stock not less than the sum of 120% of the maximum number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved AmountA) the sum issuable upon conversion of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in issuable at such Closing based on and issued at any prior Closing (assuming for purposes hereof, that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof conversion of the Notes set forth in the Notes and assuming such conversion occurred at such Closing), (B) issuable as Interest Shares pursuant to the terms of the NotesNotes and (C) (the “Initial Conversion Price”) plus (ii) the maximum number issuable upon exercise of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsWarrants and assuming such exercise occurred at such Closing). As of the date hereof, there are 195,918,607 shares of Common Stock authorized Upon issuance or conversion and unissued, of which 10,730,226 are reserved for issuance upon full exercise payment of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of consideration then due from the Notes holder in respect thereof in accordance with the terms thereof, in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares, the Interest 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 Interest Shares, the Common Shares, the Conversion Shares and the Warrant Shares (when issued) are exempt from registration under the 1933 Act.

Issuance of Securities. The issuance Sprint shall not, and shall not permit any of its Subsidiaries to, issue, deliver or sell, or authorize or propose the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxesdelivery or sale of, liens and charges any shares of its capital stock of any class, any Sprint Voting Debt or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares or Sprint Voting Debt, or enter into any agreement with respect to the issue thereof. As any of the applicable Closingforegoing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of other than (i) the maximum number issuance of Sprint Common Stock (and the associated Sprint Rights) upon the exercise of stock options or in connection with rights under other stock-based benefits plans, to the extent such options or rights are outstanding on the date hereof in accordance with their present terms or upon the exercise of the stock options issued pursuant to clause (vi) below, (ii) the issuance of Sprint Capital Stock upon the conversion of Sprint Conversion Shares issued and issuable Securities pursuant to the Notes to be issued terms thereof as in such Closing based effect on the initial Conversion Price date hereof, (as defined in the Notesiii) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof of Sprint PCS Stock pursuant to the exercise of Warrants pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued Agreements as in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations effect on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares (iv) issuances by a wholly owned Subsidiary of Common Stock authorized and unissuedSprint of capital stock to such Subsidiary's parent, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes (v) issuances in accordance with the Notes Sprint Rights Agreement, (vi) issuances of stock options in connection with regular option grants by Sprint or exercise issuances of stock options for new hires or issuances of restricted stock, in each case in the ordinary course of business and consistent with past practice pursuant to the Sprint Benefit Plans, (vii) the issuance of shares of Sprint Capital Stock pursuant to purchase rights or preemptive rights held by stockholders of Sprint under the terms of the Warrants instruments or agreements as in accordance with effect on the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly date hereof pursuant to which such shares were issued, fully paid and nonassessable and free from all preemptive (viii) the issuance of Sprint Capital Stock pursuant to acquisitions permitted under Section 4.1(e) hereof 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 under Section 4.1 of the representations and warranties set forth Sprint Disclosure Schedule or (ix) as provided in Section 2 of this Agreement, the offer and issuance by the Company 5.7 of the Securities is exempt from registration under the 1933 ActSprint Disclosure Schedule.

Issuance of Securities. The Upon issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance payment thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise terms and conditions of the Warrants in accordance with the Warrants, as the case may bethis Agreement, the Conversion Purchase 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 liens, charges, restrictions, 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 Stock. Assuming the accuracy 8,000,000 shares of each Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 242,529 shares of the representations Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and warranties set forth reserved for issuance as Initial Commitment Shares (as defined below in Section 2 5(e)) in accordance with this Agreement. The Initial Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, 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. 113,636 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 Initial Purchase Shares. The Initial Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, 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. 404,216 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 (as defined below in Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement, the offer Additional Commitment Shares shall be validly issued, fully paid and issuance by nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights 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 Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of At least 5,550,000 shares of Common Stock shall (subject to adjustment pursuant to the Company’s covenant set forth in Section 4(g) below or otherwise for any stock split, stock dividend, stock combination or similar transaction) have been duly authorized and reserved for issuance which equals or exceeds upon exercise of the Warrants (including the “Required Reserved Amount) Override Warrants), the sum Override Exchange, the Preferred Override Exchange Shares, the SEA Warrant and the Investor Share Option. Upon the Preferred Authorization, at least 2,000,000 shares of Preferred Stock (i) the maximum number of Conversion Shares issued and issuable subject to adjustment pursuant to the Notes to be issued Company’s covenant set forth in such Closing based on the initial Conversion Price (as defined in the NotesSection 4(g) of $2.50 (as adjusted below or otherwise for any stock split, stock dividend, stock split, stock combination, reclassification combination or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notestransaction) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock will have been duly authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesas Preferred Override Exchange Shares. Upon conversion of the Notes exercise in accordance with the Notes Warrants (including any Override Warrants), the Preferred Override Exchange Shares, the Investor Share Option or exercise of the Warrants SEA Warrant, or upon issuance in accordance with the WarrantsOverride Exchange, as the case may be, the Conversion Warrant Shares and the (including any Override Warrant Shares), respectivelyOverride Exchange Shares, Warrant Shares (as defined in the Securities Exchange Agreement) or Option Shares (as defined in the Securities Exchange Agreement), as applicable, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens taxes and charges Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock or Preferred Stock, as applicable. The Notes and the Warrants are duly authorized and, upon issuance in accordance with the terms hereof, shall be (i) free from all taxes and Liens with respect to the issuance thereof and (ii) entitled to the rights set forth in the Notes and the Warrants, as applicable. Assuming the accuracy of each of the representations and warranties of Buyers set forth in Section 2 of this Agreementabove, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and any other applicable securities laws.

Issuance of Securities. The issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of At least 5,550,000 shares of Common Stock shall (subject to adjustment pursuant to the Company’s covenant set forth in Section 4(g) below or otherwise for any stock split, stock dividend, stock combination or similar transaction) have been duly authorized and reserved for issuance which equals or exceeds upon exercise of the Warrant, the Investor Share Option, the Override Exchange, the Preferred Override Exchange Shares and the SPA Warrants. Upon the Preferred Authorization, at least 2,000,000 shares Preferred Stock (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant subject to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted adjustment for any stock split, stock dividend, stock split, stock combination, reclassification combination or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notestransaction) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock will have been duly authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesas Preferred Override Exchange Shares. Upon conversion of the Notes exercise in accordance with the Notes Warrant, the Investor Share Option, the SPA Warrants or exercise of the Warrants Preferred Override Exchange Shares, or upon issuance in accordance with the WarrantsOverride Exchange, as the case may be, the Conversion Shares and the Warrant Shares, respectivelyOption Shares, Warrant Shares (as defined in the Securities Purchase Agreement), or Override Exchange Shares (as defined in the Securities Purchase Agreement), as applicable, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens taxes and charges Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock or Preferred Stock, as applicable. The Sub Notes and the Warrant are duly authorized and, upon issuance in accordance with the terms hereof, shall be (i) free from all taxes and Liens with respect to the issuance thereof and (ii) entitled to the rights set forth in the Sub Notes and the Warrant, as applicable. Assuming the accuracy of each of the representations and warranties of Buyers set forth in Section 2 of this Agreementabove, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActAct and any other applicable securities laws.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issued and initially issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof conversion of the Notes set forth in the Notes and assuming for such purpose that all Notes have been issued on the Closing Date), (ii) 200% of the maximum number of Interest Shares initially issuable pursuant to the terms of the Notes) Notes from the Closing Date through the twenty-one month anniversary of the Closing Date (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares determined as if issued and issuable pursuant to the Warrants to be issued in such Closing, each as of on the Trading Day (as defined in the WarrantsNotes) immediately preceding the applicable date Closing Date without taking into account any limitations on the issuance of determination securities set forth in the Notes and assuming for such purpose that all Notes have been issued on the Closing Date) and (iii) 125% 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). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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 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 Notes Preferred Shares and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereofthereof and the Preferred Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Preferred Stock. As of the applicable ClosingClosing Date, the Company does not have a sufficient number of authorized shares of Common Stock reserved to equal the number of shares of Common Stock underlying the Warrants and the Preferred Shares. As soon as reasonably practicable, but in any case within 120 days, after the Closing Date, the Company shall have been duly use its best efforts to obtain stockholder approval of an amendment to the Company’s Certificate of Incorporation in order to increase the number of authorized shares of Common Stock to at least 100,000,000 shares. Subsequent to the stockholders’ approval of such amendment to the Certificate of Incorporation, the Company shall, so long as any of the Preferred Shares and the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and reserved unissued capital stock, solely for issuance which equals or exceeds (the “Required Reserved Amount) purpose of effecting the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued Preferred Stock and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As , 100% of the date hereof, there are 195,918,607 number of shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and issuable upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with Preferred Shares and the Notes or exercise of the Warrants Warrants. Upon exercise in accordance with the Warrants, as 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 and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Preferred 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 of the Notes Preferred Shares and the Warrants is are duly authorized and, and upon issuance, issuance in accordance with the terms of the applicable Transaction Documents shall be validly issued issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereofEncumbrances. As The Company shall have reserved from its duly authorized capital stock as of the applicable Closingdate hereof, a number of shares of Common Stock shall have been duly in addition to authorized and capital stock reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum all Other Securities, not less than 150% of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Preferred Shares being acquired at the Initial Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and determined without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesPreferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Series A Conversion Rate (as defined in the Certificate of Designation). The Company shall have reserved from its duly authorized capital stock as of the Closing Date, in addition to authorized capital stock reserved for all Other Securities, not less than 150% of (a) the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares (determined without taking into account any limitations on the “Initial conversion of the Preferred Shares set forth therein and assuming that the Preferred Shares are convertible at the initial Series A Conversion Price”Rate (as defined in the Certificate of Designation)) plus and (iib) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Preferred Shares or exercise of the Warrants in accordance with the Warrants, 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, taxes, liens and charges with respect to the issue thereofEncumbrances, 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 Investor contained in Section 2 of this AgreementArticle III are true, 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 Notes Preferred Shares and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 250% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the initial Conversion Price (as defined in the NotesCertificate of Designations), (y) dividends on the Preferred Shares shall accrue through the second anniversary of $2.50 the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after 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 issuance thereof pursuant to the terms conversion of the Notes) (Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designations), and (ii) the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Preferred Shares or exercise of the Warrants in accordance with the Warrants, 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, 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 As of the Notes Closing, the Series A Stock and the Warrants is Series A-1 Stock will have been duly authorized and, upon issuanceissuance in accordance with the terms 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 thereofissuance thereof and (iii) entitled to the rights and preferences set forth in the Certificates of Designation. As of the applicable Closing, a number of at least 12,200,390 shares of Common Stock shall (subject to adjustment pursuant to the completion of any stock dividend, stock subdivision, stock combination, recapitalization, reorganization, consolidation, or merger) will have been duly authorized and reserved for issuance which equals or exceeds upon conversion of the Series A Closing Shares and upon exercise of the Warrants. As of the Closing, at least 340,000 shares of Series A Stock (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable subject to adjustment pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) completion of $2.50 (as adjusted for any stock dividend, stock splitsubdivision, stock combination, reclassification recapitalization, reorganization, consolidation, or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notesmerger) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock will have been duly authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesthe Series A-1 Purchased Shares. Upon conversion of the Notes Series A Stock in accordance with the Notes or Series A Designation and upon the exercise of the Warrants in accordance with their terms, the Warrantsshares of Conversion Stock and Warrant Stock, as the case may beapplicable, the Conversion Shares and the Warrant Shares, respectively, will shall be (i) validly issued, fully paid and nonassessable and non-assessable, (ii) free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being issuance thereof and (iii) entitled to all the rights accorded to a holder of Common Stock. Assuming Upon conversion of the Series A-1 Stock in accordance with the Series A-1 Designation, the shares of Series A-1 Conversion Stock 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 accorded to a holder of Series A Stock under the Series A Designation. Subject to the accuracy of each of the representations and warranties set forth of each of the Purchasers 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, and the Securities will be issued in compliance with all applicable state and federal securities laws. The issuance of the Securities are not (and will not be) subject to any preemptive rights or rights of first refusal. Upon the Closing, each share of Series A Stock shall be convertible pursuant to the terms of the Series A Designation into 48.69735 shares of Common Stock. Upon the Closing, each share of Series A-1 Stock shall be convertible pursuant to the terms of the Series A-1 Designation into one share of Series A Stock.

Issuance of Securities. The issuance of Notes, the Notes Guarantees and the Warrants is have been duly authorized and, upon issuance, shall be validly issued and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable Initial Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Reserve Amount”) the sum of (i) 130% of the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price Rate (as defined in the Notes) in effect as of $2.50 the Initial Closing Date (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus ), (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as upon exercise of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination , (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As ) and (iii) 130% of the date hereof, there are 195,918,607 maximum number of shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of issuable as Interest Shares assuming all outstanding options and warrants and upon conversion of all convertible promissory notesInterest (as defined in the Notes) through the Maturity Date (as defined in the Notes) is paid in Interest Shares at the maximum possible Interest Rate (as defined in the Notes). Upon conversion of the Notes in accordance with the Notes terms thereof or exercise of the Warrants in accordance with the Warrantsterms thereof, as the case may be, the Conversion Shares and or the Warrant Shares, respectivelyas the case may be, 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 thereof 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 and the Guarantors of the Securities is will be exempt from the registration requirements under the 1933 Act.

Issuance of Securities. The issuance Xxxxxxx-Xxxxxx and Spinco shall not, and Spinco shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge, dispose of or otherwise encumber, or authorize or propose the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxesdelivery, liens and charges sale, pledge, disposition or encumbrance of, (x) any shares of its capital stock of any class or, with respect to the issue thereof. As Spinco any capital stock of any class of its Subsidiaries, (y) any Spinco Voting Debt or Xxxxxxx-Xxxxxx Voting Debt or (z) any securities convertible into or exercisable or exchangeable for, or any rights, warrants, calls or options to acquire, any such shares or Spinco Voting Debt or Xxxxxxx-Xxxxxx Voting Debt, or enter into any commitment, arrangement, undertaking or agreement with respect to any of the applicable Closingforegoing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of other than (i) (A) the maximum number issuance, delivery and redemption of Conversion Shares issued and issuable Xxxxxxx-Xxxxxx Common Stock pursuant to the Notes to be issued in such Closing based equity awards outstanding on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof in accordance with their current terms under the Xxxxxxx-Xxxxxx Option Plans and without taking into account any limitations the Xxxxxxx-Xxxxxx Management Bonus Plan or upon acceleration of the vesting of such equity awards in accordance with this Agreement and the Employee Matters Agreement, including in each case elections made or to be made with respect to such awards, or (B) the delivery and redemption of Xxxxxxx-Xxxxxx Common Stock upon vesting of Xxxxxxx-Xxxxxx Restricted Stock outstanding on the issuance thereof pursuant to the date hereof in accordance with their current terms or upon acceleration of the Notes) (vesting of such Xxxxxxx-Xxxxxx Restricted Stock in accordance with this Agreement and the “Initial Conversion Price”) plus Employee Matters Agreement, (ii) the maximum number granting of Warrant Shares issued Xxxxxxx-Xxxxxx Stock Options that will not become Substitute Options and issuable will not be exercisable for shares of Xxxxxxx-Xxxxxx Common Stock that will be entitled to receive shares of Spinco Common Stock in the Distribution, (iii) the automatic granting of Xxxxxxx-Xxxxxx Stock Options to directors of Xxxxxxx-Xxxxxx at the time of the annual meeting of stockholders of Xxxxxxx-Xxxxxx and/or upon the appointment of any person to the Board of Directors of Xxxxxxx-Xxxxxx under the Xxxxxxx-Xxxxxx 2003 Stock Option Plan for Non-Employee Directors pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations its terms on the exercise date hereof or (iv) issuances, redemptions, deliveries and sales by a wholly owned Subsidiary of the Warrants set forth in the Warrants). As Xxxxxxx-Xxxxxx or Spinco of the date hereof, there are 195,918,607 shares capital stock of Common Stock authorized and unissued, such Subsidiary to such Subsidiary’s parent or another wholly owned Subsidiary of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Xxxxxxx-Xxxxxx or exercise of the Warrants in accordance with the Warrants, as the case 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 ActSpinco.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible at the initial Conversion Price (as defined in the NotesCertificate of Designations), (y) dividends on the Preferred Shares shall accrue through the second anniversary of $2.50 the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Alternate Conversion Price (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after 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 issuance thereof pursuant to the terms conversion of the Notes) (Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designations), and (ii) the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Preferred Shares or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes Common Stock, the Preferred Stock and the Warrants is are duly authorized and, upon issuanceissuance 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 liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable First Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 200% of the sum of (i) the shares of Common Stock sold at the First Closing, (ii) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on Preferred Stock (assuming for purposes hereof that the initial Preferred Stock is convertible at the Fixed Conversion Price (as defined in the NotesCertificate of Designations) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesPreferred Stock set forth in the Certificate of Designation) and (the “Initial Conversion Price”) plus (iiiii) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As The issuance of the date hereofConversion Shares is duly authorized, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes Preferred Stock in accordance with the Notes or exercise Certificate of the Warrants in accordance with the Warrants, as the case may beDesignations, the Conversion Shares and the Warrant Shares, respectivelywhen 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 The issuance of the Warrant Shares is duly authorized, and upon exercise in accordance with the Warrants, the Warrant Shares, when issued, 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, 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 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. Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, and upon issuance, issuance in accordance with the terms of the Transaction Documents shall be validly issued and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue issuance thereof. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 110% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof conversion of the Notes set forth in the Notes), (ii) 110% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes) Notes from the Closing Date through the second anniversary of the Closing Date (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares determined as if issued and issuable pursuant to the Warrants to be issued in such Closing, each as of on the Trading Day (as defined in the WarrantsNotes) immediately preceding the applicable date Closing Date without taking into account any limitations on the issuance of determination securities set forth in the Notes) 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). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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 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 Upon issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes payment therefor in accordance with the Notes or exercise terms and conditions of the Warrants in accordance with the Warrants, as the case may bethis Agreement, the Conversion Purchase 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 liens, charges, restrictions, 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 Stock. Assuming the accuracy 2,807,885 shares of each Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 60,006 shares of the representations Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and warranties set forth reserved for issuance as Initial Commitment Shares (as defined below in Section 2 5(e)) in accordance with this Agreement. The Initial Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, 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. 60,006 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 (as defined below in Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement, the offer Additional Commitment Shares shall be validly issued, fully paid and issuance by nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number the Company shall have reserved from its duly authorized capital stock not less than the greater of (I) 6 million shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved AmountII) the sum 200% of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at the Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for defined in the Note) as of the Closing Date, (y) interest on the Notes shall accrue through the eight month 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 Notes) assuming an Alternate Conversion Date as of the Closing Date and (z) any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants Notes set forth in the WarrantsNotes). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes,. Upon issuance or conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beNotes, 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 Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable ninetieth (90th) day following the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “"Required Reserved Amount) the sum of (i) 200% of the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial an assumed Conversion Price (as defined in the Notes) of $2.50 0.2275 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Assumed Conversion Price”) plus (ii) 100% of the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such ClosingWarrants, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 76,806,245 shares of Common Stock authorized and unissued, of which 10,730,226 26,473,237 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory noteswarrants. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number the Company shall have reserved from its duly authorized capital stock not less than the greater of shares (I) 19.9% of the aggregate amount of Common Stock shall have been duly authorized outstanding as of the date hereof and reserved for issuance which equals or exceeds (the “Required Reserved AmountII) the sum of (i) 500% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividenddefined in the Note) as of the date hereof, stock split, stock combination, reclassification or similar transaction occurring after (y) interest on the Notes shall accrue through the six month anniversary of the Closing Date and 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 without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes set forth in the Notes) (the “Initial Conversion Price”) plus ), and (ii) 100% of the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms of the Seneca Transaction Documents, the Warrants 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. As of the applicable ClosingClosing Date, a number of shares of Seneca Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) until the maximum number of Conversion Shares issued and issuable pursuant to Final Reset Date, the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of assuming that the Trading Day Maximum Eligibility Number (as defined in the Warrants) immediately preceding equals 400% of the applicable date of determination (without taking into account any limitations Exchanged Shares issued in exchange for the Initial Preferred Shares issued to the Buyers on the Closing Date, without giving effect to any limitation on exercise of the Warrants set forth in the Warrants). As Warrants and (ii) from and after the Final Reset Date, the maximum number of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon as shall from time to time be necessary to effect the exercise in full exercise of all of the Warrants and Exchange Warrants then outstanding options without regard to any limitation on exercise set forth therein, (the foregoing clauses (i) and warrants and upon conversion of all convertible promissory notes(ii), as applicable, the "Required Reserve Amount") (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof). Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, Shares 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 Seneca 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 Seneca of the Securities Warrants and the Warrant Shares is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms of the Chanticleer Transaction Documents, the Warrants 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. As of the applicable ClosingClosing Date, a number of shares of Chanticleer Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) until the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price Reservation Date (as defined in the Notes) Warrants), such calculation shall assume that the Series A Warrants and the Series B Warrants are then exercisable in full into a number of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant shares of Common Stock equal to the terms sum of the Notes) (the “Initial Conversion Price”) plus (iix) the maximum number of Series A Warrant Shares issued and issuable pursuant to the Series A Warrants to be issued determined in such Closing, each as accordance with Section 2(d) of the Trading Day Series A Warrants assuming a Reset Price (as defined in the Series A Warrants) equal to the Reset Floor Price (as defined in the Warrants) immediately preceding without giving effect to any limitation on exercise set forth therein, (y) the applicable date number of determination Series B Warrant Shares issued and issuable pursuant to the Series B Warrants assuming that he Maximum Eligibility Number (as defined in the Series B Warrant) is determined based on a Reset Price (as defined in the Series B Warrants) equal to the Reset Floor Price without taking into account giving effect to any limitations limitation on the exercise set forth therein, and (ii) thereafter, 100% of the Warrants set forth in the Warrants). As maximum number of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full as shall from time to time be necessary to effect the exercise of all outstanding options of the Warrants then outstanding, without giving effect to any limitation on exercise included herein (the foregoing clauses (i) and warrants and upon conversion of all convertible promissory notes(ii), as applicable, the “Required Reserve Amount”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof). Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, Shares 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 Chanticleer 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 Chanticleer of the Securities Warrants and the Warrant Shares is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, and upon issuance, issuance in accordance with the terms of the Transaction Documents 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 150% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes set forth in the Notes) (the “Initial Conversion Price”) plus ), (ii) the maximum number of Warrant Interest Shares issued and issuable pursuant to the Warrants to be terms of the Notes from the Closing Date through the fifteen month anniversary of the Closing Date (determined as if issued in such Closing, each as of on the Trading Day (as defined in the WarrantsNotes) immediately preceding the applicable date Closing Date without taking into account any limitations on the issuance of determination securities set forth in the Notes) 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). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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 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 Notes Preferred Shares and the Warrants is are duly authorized and, upon issuanceissuance 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 thereofthereof and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “"Required Reserved Amount) the sum of (i) 130% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on Preferred Shares (assuming for purposes hereof, that the initial Preferred Shares are convertible at the Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designations), and (ii) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 6,969,303 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes Preferred Shares in accordance with the Notes Certificate of Designations or exercise of the Warrants in accordance with the Warrants, as the case 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 of the Buyers 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 Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and are free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance an amount which equals or exceeds (130% of the “Required Reserved Amount) the sum aggregate of (i) the maximum number of Conversion Shares issued and shares of Common Stock ("Required Reserved Amount") (i) issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in upon conversion of the Notes, (ii) upon exercise of $2.50 (as adjusted for any stock dividendthe Warrants, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms Conversion of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the Notes or exercise of the Warrants set forth in the Notes and Warrants). As , respectively) and (iii) as Interest Shares pursuant to the terms of the date hereof, there are 195,918,607 Notes. If at any time the number of shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise ("Authorized and Reserved Shares") is not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of all outstanding options shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this Section 3(c), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and warrants and upon conversion voting the management shares of all convertible promissory notesthe Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. Upon conversion of the Notes or payment in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares, the Interest 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 Upon issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes payment therefor in accordance with the Notes or exercise terms and conditions of the Warrants in accordance with the Warrants, as the case may bethis Agreement, the Conversion Purchase 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 Liens, charges, restrictions, 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 Stock. Assuming All currently authorized but unissued shares of Common Stock shall be reserved for issuance as Primary Shares, Primary Settlement Purchase Shares, Purchase Shares and Warrant Shares hereunder and under the terms of the Registration Rights Agreement and, (i) 2,926,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance upon purchase under this Agreement as Primary Shares, (ii) 6,000,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance upon purchase under this Agreement as Primary Settlement Purchase Shares, (iii) 40,000,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance upon purchase under this Agreement as additional Purchase Shares (i.e., excluding the Primary Shares and Primary Settlement Purchase Shares), and (iv) 631,579 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance as Warrant Shares (as defined below in Section 5(f)) in accordance with this Agreement. The Warrant Shares shall be, upon exercise of the Warrant in accordance with the terms of the Warrant, validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, 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. Subject to the accuracy of each of the representations and warranties set forth of Investor in Section 2 of this Agreement, the offer and issuance by the Company of the Securities Warrant and the Purchase Shares is exempt from registration under the 1933 Securities Act.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and are free from all taxes, liens and charges with respect to the issue thereof. As of the applicable date hereof, the Company has 8,003,712 shares of Common Stock reserved solely for issuance of Conversion Shares, of which up to 100,000 shall be specifically reserved for conversion of Notes held by Broadband or Buyers affiliated with Broadband for the purpose of securing, and to the extent necessary to secure, the Stockholder Consent (as defined herein). Immediately following the Closing, the Board will authorize the Company to undertake the actions necessary to amend its Certificate of Incorporation by soliciting the Stockholder Consent such that a number of shares of Common Stock shall have been be duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) at least 130% of the sum of (i) the maximum number of Conversion shares Common Stock issuable as Interest Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and , issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes and issuable upon exercise of the Warrants. Upon issuance or conversion or exchange in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, 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 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 in accordance with this Agreement is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance As of the Notes and Closing, the Warrants is Series C-1 Stock will have been duly authorized and, upon issuanceissuance in accordance with the terms 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 thereofissuance thereof and (iii) entitled to the rights and preferences set forth in the Certificates of Designation. As Subject only to approval of the applicable Closingstockholders of the Company of the Board Proposals, a number of at least 32,750,00 shares of Common Stock shall (subject to adjustment pursuant to the completion of any stock dividend, stock subdivision, stock combination, recapitalization, reorganization, consolidation, or merger) will have been duly authorized and reserved for issuance which equals or exceeds upon conversion of the Series C Shares and upon exercise of the Warrants. As of the Closing, at least 500,000 shares of Series C Stock (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable subject to adjustment pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) completion of $2.50 (as adjusted for any stock dividend, stock splitsubdivision, stock combination, reclassification recapitalization, reorganization, consolidation, or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notesmerger) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock will have been duly authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesthe Series C-1 Shares. Upon conversion of the Notes Series C Stock in accordance with the Notes or Series C Designation and upon the exercise of the Warrants in accordance with their terms, the Warrantsshares of Conversion Stock and Warrant Stock, as the case may beapplicable, the Conversion Shares and the Warrant Shares, respectively, will shall be (i) validly issued, fully paid and nonassessable and non-assessable, (ii) free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being issuance thereof and (iii) entitled to all the rights accorded to a holder of Common Stock. Assuming Upon conversion of the Series C-1 Stock in accordance with the Series C-1 Designation, the shares of Series C-1 Conversion Stock 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 accorded to a holder of Series C Stock under the Series C Designation. Subject to the accuracy of each of the representations and warranties set forth of each of the Purchasers 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, and the Securities will be issued in compliance with all applicable state and federal securities laws. The issuance of the Securities are not (and will not be) subject to any preemptive rights or rights of first refusal. Upon the Conversion, each share of Series C Stock shall be convertible pursuant to the terms of the Series C Designation into 41.39416 shares of Common Stock. Upon the Closing, each share of Series C-1 Stock shall be convertible pursuant to the terms of the Series C-1 Designation into one share of Series C Stock.

Issuance of Securities. The issuance of the Notes Shares and the Warrants is duly authorized and, upon issuance, shall be validly issued Warrant Shares and free from all taxes, liens the Ordinary Shares represented by such Shares and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been Warrant Shares are duly authorized and reserved for issuance, and, upon issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or terms hereof and exercise of the Warrants in accordance with the Warrantsterms thereof, as the case may be, the Conversion Shares and the Warrant Shares, respectivelyapplicable, will be validly issued, fully paid and nonassessable free from all liens, claims and encumbrances and will not be subject to any preemptive rights or other similar rights of shareholders of the Company. Upon issuance, the Shares are, and the Warrant Shares will be, entitled to the benefits specified in the corresponding American Depositary Receipts ("ADRs) and in the Deposit Agreement. The Warrants are duly and validly authorized and are validly issued, fully paid, and free from all liens, claims and encumbrances and are not and will not be subject to any preemptive rights or other similar rightsrights of shareholders of the Company. The Board of Directors of the Company has unanimously approved the issuance of Shares and the Warrants pursuant to the terms hereof and of Warrant Shares issuable upon full exercise of the Warrants pursuant to the terms thereof (without giving effect to any limitations on exercise contained therein, taxesincluding for purposes of Nasdaq Rule 4460(i) and Nasdaq Rule 4310(c)(25)(H)(1)(b)) (the "NASDAQ AUTHORIZATIONS"), liens has unanimously recommended to the shareholders of the Company the approval of the Nasdaq Authorizations and charges will seek Shareholder Approval (as defined in Section 4.13) at the Company's next annual meeting, which is currently scheduled for July, 2000. No further corporate authorization or approval (other than the Shareholder Approval) is required under the rules of the Nasdaq 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 transactions contemplated by this Agreement, including, without limitation, the offer and issuance by the Company of the Securities is exempt from registration under Shares and Warrant Shares and the 1933 Actinclusion thereof for trading on the Nasdaq.

Issuance of Securities. The Upon issuance and payment in accordance with the terms and conditions of this Agreement, the Notes and the Warrants is duly authorized and, upon issuance, Securities shall be validly issued issued, fully paid and non-assessable and free from all taxes, liens Liens, charges, restrictions and charges rights of first refusal with respect to the issue thereof with respect to the issuance thereof. As of the applicable Closing, a the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms upon exercise of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full Upon exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise terms of the Series A Warrants in accordance with and the Series B Warrants, as the case may berespectively, the Conversion Series A Warrant Shares and the Series B Warrant Shares, respectivelywhen issued, will each 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 receipt of the Common Shares and the Warrants at the Closing, upon receipt of Series A Warrant Shares upon exercise of the Series A Warrants and upon receipt of Series B Warrant Shares upon exercise of the Series B Warrants, the Investor will have good and marketable title to such Common Shares, Warrants, Series A Warrant Shares and Series B Warrant Shares, respectively. Subject to the accuracy of each of the representations and warranties set forth of the Investor in Section 2 of this Agreement, the offer and issuance by the Company sale of the Securities is to the Investor under this Agreement are exempt from registration under the 1933 Securities Act under Section 4(a)(2) of the Securities Act.

Issuance of Securities. The issuance of the Notes and the Waiver Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms of this Agreement, the Waiver Warrants 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. As of the applicable Closingdate hereof, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Waiver Warrant Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms upon exercise of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Waiver Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Waiver Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Waiver Warrants in accordance with the Waiver Warrants, as the case may be, the Conversion Waiver Warrant 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 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 Waiver Warrants is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares, the Warrants, and the Warrants is Common Shares are duly authorized and, and upon issuance, 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 Initial Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of 130% of (i) the maximum number of Conversion shares of Common Stock issuable upon conversion of the Preferred Shares issued and issuable pursuant to (assuming for purposes hereof, that the Notes to be issued in such Closing based on Preferred Shares are convertible at the initial Initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designations), (ii) the maximum number of Warrant Dividend Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as terms of the Trading Day Certificate of Designations from the Initial Closing Date through the third anniversary of the Initial Closing Date, determined as if the Dividend Conversion Price is equal to the Initial Conversion Price, and (as defined in iii) the Warrants) immediately preceding maximum number of shares of Common Stock issuable upon exercise of the applicable date of determination Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Certificate of Designations or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such the Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such the Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 195,936,340 shares of Common Stock authorized and unissued, of which 10,730,226 10,283,658 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory noteswarrants. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Except as set forth on Schedule 2(c), the Notes and the Warrants is Securities are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges Liens with respect to the issue thereofthereof and the Shares, when issued in accordance with the terms hereof, shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Series E-2 Preferred Stock. As of the applicable ClosingExercise Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and shares of Common Stock issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms upon exercise of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number Warrants. The Company shall, for so long as any of Warrant Shares issued and issuable pursuant to the Warrants are outstanding, take all action necessary to be issued in such Closingreserve and keep available out of its authorized and unissued capital stock, each as solely for the purpose of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on effecting the exercise of the Warrants set forth in the Warrants). As , 100% of the date hereof, there are 195,918,607 number of shares of Common Stock issuable upon exercise of the Warrants. The Company shall, so long as any of the Series E-2 Preferred Stock is outstanding, take all action necessary to reserve and keep available out of its authorized and unissuedunissued capital stock, solely for the purpose of which 10,730,226 are reserved for issuance upon full exercise effecting the conversion of all outstanding options and warrants and the Series E-2 Preferred Stock, 100% of the number of shares of Common Stock issuable upon conversion of all convertible promissory notesthe Series E-2 Preferred Stock. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, shares of Common Stock issued with respect thereto will be validly issued, fully paid and nonassessable and free from all preemptive or similar rightsLiens with respect to the issue thereof, taxeswith the holders being entitled to all rights accorded to a holder of Common Stock. Upon conversion of the Series E-2 Preferred Stock in accordance therewith, liens the shares of Common Stock issued with respect thereto will be validly issued, fully paid and charges nonassessable and free from all 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 and completeness of each of the representations and warranties set forth made by each Buyer in Section 2 of this Agreement3, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The In each case subject to the terms of the Settlement Documents, the issuance of the Notes and the Warrants is Settlement Securities are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued issued, fully paid and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and the Settlement Conversion Shares (when issued) shall 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, with the holder of the Settlement Shares and the Settlement Conversion Shares (when issued) being entitled to all rights accorded to a holder of Common Stock. In connection with the issuance of the Settlement Securities, Alto B represents that it has continuously held the Original Securities Since January 22, 2018 for purposes of Rule 144 under the 1933 Act. As of the applicable ClosingExchange Date, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount”) the sum of (i) 150% of the maximum number of Conversion Shares issued and shares of Common Stock issuable pursuant to the Notes to be issued in such Closing terms of the Settlement Note (the “Settlement Conversion Shares”) based on the initial Conversion Price (as defined in the NotesSettlement Note) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsSettlement Note). As of the date hereof, there are 195,918,607 672,834,264 shares of Common Stock authorized and unissued. So long as Alto B holds the Settlement Note, GT Biopharma shall use all necessary actions and efforts to at all times have authorized, and reserved for the purpose of which 10,730,226 are issuance, no less than the Required Reserve Amount. If at any time the number of shares of Common Stock authorized and reserved for issuance upon full exercise is not sufficient to meet the Required Reserved Amount, GT Biopharma will promptly take all corporate action necessary to authorize and reserve a sufficient number of all outstanding options and warrants and upon conversion shares, including, without limitation, calling a special meeting of all convertible promissory notes. Upon conversion stockholders to authorize the reservation of additional shares to meet the Notes GT Biopharma’s obligations under this Section 5(b), and, in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beof an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the Conversion Shares and management shares of GT Biopharma in favor of an increase in 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 authorized shares of GT Biopharma to ensure that the issue thereof, with number of authorized shares is sufficient to meet 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 ActRequired Reserved Amount.

Issuance of Securities. The issuance of the Notes 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 Warrants and the Common Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) share capital not less than the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued Preferred Shares (assuming for purposes hereof that (w) the Preferred Warrants have been exercised in such Closing based on full, (x) the initial Conversion Preferred Shares are convertible at the Floor Price (as defined in the NotesCertificate of Designations) of $2.50 and (as adjusted for y) any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designations), (ii) the maximum number of Warrant Preferred Shares issued and initially issuable pursuant to the Warrants to be issued in such Closing, each as upon exercise of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination Preferred Warrants (without taking into account any limitations on the exercise of the Preferred Warrants set forth in therein) and (iii) the Warrantsmaximum number of Warrant Common Shares initially issuable upon exercise of the Common Warrants (without taking into account any limitations on the exercise of the Common Warrants set forth therein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Certificate of Designations or exercise of the Warrants in accordance with the Warrants, Common Warrants or the Preferred Warrants (as 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 StockShares 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 issuance of the Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 125% of the maximum number of Conversion Shares issued and initially issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof conversion of the Notes set forth in the Notes), (ii) 125% of the maximum number of Interest Shares initially issuable pursuant to the terms of the Notes) Notes from the Closing Date through the twenty-one month anniversary of the Closing Date (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares determined as if issued and issuable pursuant to the Warrants to be issued in such Closing, each as of on the Trading Day (as defined in the WarrantsNotes) immediately preceding the applicable date Closing Date without taking into account any limitations on the issuance of determination securities set forth in the Notes) and (iii) 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). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As The Company shall have reserved from its duly authorized capital stock (x) as of the applicable ClosingSeries A Closing Date, a number of not less than 30,000,000 shares of Common Stock shall have been duly authorized and reserved for issuance which equals as Conversion Shares or exceeds Interest Shares pursuant to the terms of the Series A Notes and (y) if applicable, as of the “Required Reserved Amount) Series B Closing Date, the sum of (i) 125% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and determined without taking into account any limitations on the issuance thereof conversion of the Notes set forth therein and assuming that the Notes are convertible at the Series A Conversion Price (as defined in the Series A Notes) or Series B Conversion Price (as defined in the Series B Notes), as applicable, and all Series B Notes issuable hereunder have been issued) and (ii) 125% of the maximum number of Interest Shares issuable pursuant to the terms of the NotesNotes from the Series A Closing Date through the maturity date of the Series A Notes (determined without taking into account any limitations on the conversion of the Notes set forth therein and assuming that all Series B Notes issuable hereunder have been issued) and (the “Initial Conversion Price”) plus (iiiii) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes and the Indenture or exercise of the Warrants in accordance with the Warrants, 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 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 Series A Warrant Shares and the Series B Warrant Shares) has been registered under the 1933 Act, the Securities (other than the Series A Warrant Shares and the Series B Warrant Shares) are being issued pursuant to the Registration Statement and all of the Securities (other than the Series A Warrant Shares and the Series B 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 Series A Warrant Shares and the Series B 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 such 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 Series A Warrant Shares and the Series B 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 Notes Shares and the Warrants is to be issued at the Closing have been duly authorized by all necessary corporate action and, upon issuancewhen paid for or issued in accordance with the terms hereof, the Shares shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issuedoutstanding, fully paid and nonassessable and free from and clear of all preemptive or similar rightsliens, taxes, liens encumbrances and charges with respect rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Preferred Stock. When the issue thereof, Conversion Shares are issued and paid for in accordance with the terms of the Preferred Stock, such shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of refusal of any kind and the holders being shall be entitled to all rights accorded to a holder of Common Stock. Assuming When the accuracy of each Warrant Shares are issued and paid for in accordance with the terms of the representations Warrants, such shares will be duly authorized by all necessary corporate action and warranties set forth validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock. When the PIK Dividend Shares are issued in Section 2 of this Agreement, accordance with the offer and issuance by the Company terms of the Securities is exempt from registration under Certificate of Designations, such shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of refusal of any kind and the 1933 Actholders shall be entitled to all rights accorded to a holder of Common Stock. When the Redemption Shares are issued in accordance with the terms of the Certificate of Designations, such shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Notes Preferred Shares, the Unit Purchase Options and the Warrants is are duly authorized and, and upon issuance, issuance in accordance with the terms of the Transaction Documents 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 Designation. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 120% of the sum of (i) the maximum number of Conversion shares of Common Stock issuable upon conversion of the Preferred Shares issued and issuable pursuant to (including the Notes to be issued in such Closing based on Preferred Shares receivable upon exercise of the initial Unit Purchase Options) (assuming for purposes hereof that the Preferred Shares are convertible at the Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designation), (ii) the maximum number of Warrant Shares issued and shares of Common Stock issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as (including the Warrants receivable upon exercise of the Trading Day Unit Purchase Options) (as defined in assuming for purposes hereof that the Warrants) immediately preceding the applicable date of determination (Warrants are fully exerciseable and without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Certificate of Designation or exercise of the Warrants in accordance with the Warrants, Warrants (as the case 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 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 Securities Act.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the Transaction Documents, 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. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “"Required Reserved Amount) 125% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued (without taking into account any limitations on the exercise of the Warrants set forth in such Closingthe Warrants), each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)determination. As of the date hereof, there are 195,918,607 86,136,333 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 and 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 issuance by the Company of the Securities is exempt from registration under the 1933 Act. The Company has furnished or made available through XXXXX to the non-accredited Buyers any information required by Rule 502(b) of Regulation D as promulgated by the SEC under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants Securities is duly authorized and, upon issuanceissuance 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 Liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable each Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 250% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Convertible Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesConvertible Notes set forth therein) (the “Initial Conversion Price”) plus and (ii) 250% of the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As The issuance of the date hereofConvertible Notes and Warrants is duly authorized, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion the due execution, issuance and delivery, the Convertible Notes and Warrants will be valid and binding obligations of the Notes Company enforceable against the Company in accordance with their terms. The issuance of the Conversion Shares is duly authorized, and upon issuance in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beConvertible Notes, 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 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 issuance of the Warrant Shares is duly authorized, and upon issuance in accordance with the Warrants, the Warrant Shares 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, 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. Upon issuance in accordance with the terms of the Transaction Documents, Buyers will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Common Stock, the Convertible Notes and the Warrants is are duly authorized and, upon issuanceissuance 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 liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable First Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) the shares of Common Stock sold at the First Closing, (ii) 200% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Convertible Notes to be issued in such Closing based on (assuming for purposes hereof that the initial Convertible Notes are convertible at the Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof Buyer Schedule and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesConvertible Notes set forth therein) and (the “Initial Conversion Price”iii) plus (ii) 200% of the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As The issuance of the date hereofConversion Shares is duly authorized, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beConvertible Notes, the Conversion Shares and the Warrant Shares, respectivelywhen 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 The issuance of the Warrant Shares is duly authorized, and upon exercise in accordance with the Warrants, the Warrant Shares, when issued, 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, 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 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. Buyer will have good and marketable title to the Securities.

Issuance of Securities. The issuance of the Notes Debentures and the Warrants is have been or will be duly and validly issued, free and clear of all liens, encumbrances, security interests, pledges, mortgages, preferential rights and rights of first refusal of any kind (collectively, "LIENS"). On the date hereof, the Company has (and will, at all times while the Debentures and the Warrants are outstanding, maintain) an adequate reserve of duly authorized andshares of Common Stock, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect reserved for issuance to the issue thereof. As holder of the applicable ClosingDebentures and the Warrants, a number of to enable it to perform its conversion, exercise and other obligations thereunder. The shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms upon conversion of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued Debentures and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the upon exercise of the Warrants set forth in are collectively referred to herein as the Warrants). As of "UNDERLYING SHARES." The Debentures, the date hereof, there Warrants and the Underlying Shares are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of collectively referred to herein as the Notes "SECURITIES." When issued in accordance with the Notes or exercise of Debentures and the Warrants in accordance with the Warrants, (as the case may be), the Conversion Underlying Shares and the Warrant Shares, respectively, will be duly authorized, validly issued, fully paid and nonassessable nonassessable, and free from and clear of all preemptive Liens. The issuance of the Debentures, the Warrants and the Underlying Shares, or similar rightsany of them does not and will not constitute a default under or give rise to a right of termination, taxescancellation, liens and charges with respect restriction or acceleration of any right or obligation of the Company or its Subsidiaries or a loss of any benefit to which the Company or its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon or applicable to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each Company or its Subsidiaries or any of the representations and warranties set forth in Section 2 properties, assets, licenses, franchises, permits or other similar authorizations of this Agreement, the offer and issuance by the Company either of the Securities is exempt from registration under the 1933 Actthem.

Issuance of Securities. The issuance of the Notes Series C Warrants and amendments to the Series A and Series B Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms of this Agreement, the Series C Warrants and additional Series B Warrants 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. As of the applicable ClosingClosing Date, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Series C Warrant Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms upon exercise of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Series C Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Series C Warrants set forth in therein) and (ii) the Warrants). As maximum number of shares (the date hereof, there are 195,918,607 shares “Series B Warrant Shares”) of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance issuable upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Series B Warrants (without taking into account any limitations on the exercise of the Series B Warrants set forth therein). Upon exercise of the Series C Warrants and Series B Warrants in accordance with the Series C Warrants and Series B Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, the Series C Warrant Shares and Series B Warrant Shares 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 Series C Warrants and Series B Warrants is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms of the Histogenics Transaction Documents, as of (i) the date hereof, subject to the Histogenics Required Stockholder Approvals, and (ii) the Closing Date, the Warrants 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. As of the applicable ClosingClosing Date, a number of shares of Histogenics Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum a number of Conversion Shares shares of Histogenics Common Stock issued and issuable pursuant to the Notes Series A Warrants and Series C Warrants equal to 300% of the sum of (x) the number of Exchange Shares to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) exchange of $2.50 Initial Common Shares (as adjusted for any stock dividendsplits, stock splitdividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock combination, reclassification splits or other similar transaction events occurring after the date hereof hereof) and (y) the number of Exchange Shares to be issued in exchange of Additional Common Shares delivered or deliverable to the Buyer without taking into account giving effect to any limitations limitation on delivery to the issuance thereof Buyer pursuant to the terms Section 1(c)(iv) of the Notes) this Agreement (the “Initial Conversion PriceAdditional Vested Common Shares”) plus (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the applicable date the Additional Vested Common Shares are delivered), delivered or deliverable to the Buyers pursuant to Section 1(c)(ii) and (ii) the maximum a number of Warrant Shares shares of Histogenics Common Stock issued and issuable pursuant to the Series B Warrants equal to be issued in such Closing, each as 300% of the Trading Day sum of (x) the number of Initial Common Shares (as defined in adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Warrantsdate hereof) immediately preceding and (y) the number of Additional Vested Common Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the applicable date of determination (the Additional Vested Common Shares are delivered), delivered or deliverable to the Buyers pursuant to Section 1(c)(ii), each without taking into account giving effect to any limitations limitation on the exercise of the Warrants set forth in the Warrants). As of Warrants (the “Required Reserve Amount”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes). Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, Shares 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 thereofthereof other than encumbrances arising under securities laws, with the holders being entitled to all rights accorded to a holder of Histogenics Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 and Section 3 of this Agreement, the offer and issuance by the Company Histogenics of the Securities Warrants and the Warrant Shares is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Stock and the Warrants is are duly authorized and, upon issuancewhen issued and paid for in accordance with the terms of the Transaction Documents, shall be validly issued issued, fully paid and non-assessable and free from all taxes, liens liens, charges and charges with respect to other encumbrances imposed by the issue thereofCompany. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 133% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on Preferred Stock (assuming for purposes hereof that the Preferred Stock is convertible at the initial Conversion Price (as defined in the NotesCertificate of Determination) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesPreferred Stock set forth in the Certificate of Determination and assuming that the Series B Warrant Shares are outstanding as of the Closing) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as upon exercise of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination Common Stock Warrants (without taking into account regard to any limitations on the exercise of the Common Stock Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon (i) conversion of the Notes Preferred Stock in accordance with the Notes Certificate of Determination, (ii) issuance as dividends on the Preferred Stock in accordance with the Certificate of Determination or (iii) exercise of the Warrants in accordance with the Warrants, Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectivelyas applicable, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges with respect to other encumbrances imposed by the issue thereofCompany, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming The Preferred Stock and Warrants are being issued, and the accuracy of each of Conversion Shares and the representations and warranties set forth in Section 2 of this Agreement, the offer and issuance Warrant Shares have been registered by the Company of the Securities is exempt from registration under the 1933 Act. The Registration Statement is 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 of the Securities hereunder. Upon issuance in accordance with the terms of the Transaction Documents, the Conversion Shares and the Warrant Shares issuable upon exercise of the Common Stock Warrants will be freely tradable without restriction. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to 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; and the final prospectus included in the Registration Statement (the “Prospectus”) and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to 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.

Issuance of Securities. The Upon issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes payment therefor in accordance with the Notes or exercise terms and conditions of the Warrants in accordance with the Warrants, as the case may bethis Agreement, the Conversion Purchase 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 Liens, charges, restrictions, 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 StockOrdinary Shares. Assuming All currently authorized but unissued Ordinary Shares shall be reserved for issuance as Purchase Shares, Commitment Shares and Settlement Shares: (i) 19,305,000 Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance upon purchase under this Agreement as Purchase Shares, (ii) 495,000 Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and initially reserved for issuance as Commitment Shares (as defined below in Section 5(e)) in accordance with this Agreement, of which 125,000 of such Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall be duly authorized and initially reserved for issuance as Additional Commitment Shares in accordance with this Agreement and (iii) 200,000 Ordinary Shares (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction) shall automatically be duly authorized and issued as Settlement Shares. The Commitment Shares, Additional Commitment Shares and Settlement Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, 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 Ordinary Shares. Subject to the accuracy of each of the representations and warranties set forth of Investor in Section 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 Notes and the Warrants is are duly authorized and, upon issuanceissuance 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 liens, charges and charges other encumbrances with respect to the issue issuance thereof. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 150% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (the “Initial Conversion Price”) plus Notes set forth therein), (ii) 150% of the maximum number of Warrant Interest Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as terms of the Trading Day 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 Notes)), and (iii) 100% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (assuming for purposes hereof that the Warrants are convertible at the initial Exercise Price (as defined in the Warrants)) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As The issuance of the date hereofConversion Shares is duly authorized, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beNotes, the Conversion Shares and the Warrant Shares, respectivelywhen 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 The issuance of the Warrant Shares is duly authorized, and upon exercise in accordance with the Warrants, the Warrant Shares, when issued, 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, with the holders being entitled to all rights accorded to a holder of Common Stock. 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 Notes and the Warrants is are duly authorized and, and upon issuance, issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue issuance thereof. As From and after the earlier of (i) the applicable ClosingStockholder Approval Date and (ii) the Stockholder Approval Deadline, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 130% of the maximum number of Conversion Shares issued and initially issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to conversion of the terms of Notes set forth in the Notes) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes Shares and the Warrants is are duly ---------------------- authorized and, upon issuance, shall be validly when issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrantsterms hereof, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will shall be validly issued, fully paid and nonassessable nonassessable, free and free from clear of all preemptive Liens. Subject to Section 4.7, the Company has and at all times while any Shares or similar rights, taxes, liens and charges with respect Warrants are outstanding shall use its best efforts to the issue thereof, with the holders being entitled to all rights accorded to a holder maintain an adequate reserve of duly authorized shares of Common Stock. Assuming the accuracy of each of the representations Stock to enable it to perform its conversion, exercise and warranties set forth in Section 2 of other obligations under this Agreement, the offer Certificate of Designation and issuance by the Warrants, which reserve, subject to Section 4.7, shall be no less than the sum of (i) 200% of (A) the number of shares of Common Stock as would be issuable upon conversion in full of the Shares, were such conversion effected on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, and (B) the number of shares of Common Stock as are issuable as payment of dividends on the Shares (assuming such dividends are to be paid in Common Stock) and (ii) the number of shares of Common Stock as are issuable upon the exercise in full of the Warrants (such sum, the "Initial Reserve"). If at any time the sum of --------------- the number of shares of Common Stock issuable (a) upon conversion in full of the then outstanding Shares, (b) as the payment of dividends on the Shares (assuming all such dividends are to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, then the Company shall use its best efforts to duly reserve 200% of the Securities is exempt from registration under number of shares of Common Stock equal to such excess to fulfill such obligations. This obligation shall similarly apply to successive excesses. When issued in accordance with the 1933 ActCertificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.

Issuance of Securities. The issuance of the shares of Series A Preferred Stock, the Notes and the Warrants is duly authorized andauthorized, and upon issuance, shall be validly issued and free from all taxes, liens and charges issuance in accordance with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectivelyTransaction Documents, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and other encumbrances with respect to the issue thereof. As of the date hereof, the Company shall have reserved from its duly authorized capital stock (i) 21,293,046 shares of Common Stock for issuance upon conversion of the shares of Series A Preferred Stock and (ii) 15,729,082 shares of Common Stock for issuance upon conversion of the Notes. Simultaneously with the receipt of Stockholder Approval, the Company shall have reserved from its duly authorized capital stock not less than 130% of the sum of (i) the maximum number of Preferred Conversion Shares issuable upon conversion of the shares of Series A Preferred Stock (assuming for purposes hereof that the shares of Series A Preferred Stock 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 shares of Series A Preferred Stock set forth in the Certificate of Designations), (ii) the maximum number of Note Conversion Shares issuable upon conversion of the Notes (without taking into account any limitations on 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 exercise of the Warrants set forth therein). Upon conversion in accordance with the Certificate of Designations or the Notes (as the case may be) or exercise in accordance with the Warrants, the Preferred Conversion Shares, the Note Conversion Shares and the Warrant Shares, respectively, when issued, 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, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming The offer and issuance by the accuracy of each Company of the representations and warranties set forth in Section 2 shares of this AgreementSeries A Preferred Stock, the Notes and the Warrants is exempt from registration pursuant to Section 3(a)(10) under the 0000 Xxx. The issuance by the Company of the Preferred Conversion Shares, the Note Conversion Shares and the Warrant Shares will be exempt from registration pursuant to Section 3(a)(9) under the 1933 Act. The offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActTrust Indenture Act of 1939, as amended. All of the Securities are freely transferable and freely tradable by each of the Claimants without restriction.

Issuance of Securities. The issuance outstanding shares of Common Stock of the Notes and the Warrants is Company have been duly authorized and, upon issuance, shall be and validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein in accordance with the terms of the Transaction Documents will be free from all taxes, liens and charges with respect to the issue thereof, validly issued, fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of the Securities or the issue and sale thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “"Required Reserved Reserve Amount) the sum of (i") the maximum number of Conversion Shares shares of Common Stock issued and issuable pursuant to the Notes to be issued in such Closing based on terms of the initial Conversion Price (as defined in the Notes) Preferred Shares, which amount initially reserved is 9,501,850 shares of $2.50 Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on hereof) to issue the issuance thereof shares of Common Stock pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number Certificate of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination Designations (without taking into account any limitations on the exercise conversion of the Warrants Preferred Shares set forth in the WarrantsCertificate of Designations). As of the date hereof, there are 195,918,607 152,539,968 shares of Common Stock authorized and unissued. Neither the offering nor sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of which 10,730,226 are reserved for issuance upon full exercise any shares of all outstanding options and warrants and upon conversion of all convertible promissory notesCommon Stock. Upon conversion issuance pursuant to the Certificate of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beDesignations, the Conversion Shares and the Warrant Shares, respectively, Additional 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 Except as set forth in Section 2 of this Agreementthe Registration Statement and the Prospectus, the offer and issuance there are no securities or instruments issued by the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities is exempt from registration under the 1933 ActSecurities.

Issuance of Securities. In case the Company shall propose, whether in connection with a public offering, a private placement, an acquisition, or otherwise, to (a) issue or sell any shares of Common Stock, or (b) issue options, rights or warrants to subscribe for shares of Common Stock or (c) issue any securities convertible into or exchangeable for shares of Common Stock, the Company shall give the Purchaser notice (the "Issue Notice") at least 30 days prior to the proposed date of such issuance (the "Issue Date"), specifying the security to be issued, the price thereof (if such price is known on such date, and if not, promptly following the time such price is determined) and all other relevant terms and conditions, including the terms of any proposed exchange or conversion feature. Following receipt of the Issue Notice from the Company, the Purchaser may, at any time prior to five (5) days prior to the Issue Date, elect to purchase its Proportionate Share (as hereinafter defined) of the securities described in the Issue Notice by giving the Company written notice of such election. For purposes hereof, the Purchaser's "Proportionate Share" shall be a fraction calculated as follows: (i) the numerator shall be the sum of (x) the number of Shares issuable to all holders of Notes issued hereunder upon conversion in full of such Notes into Shares (including any Shares theretofore issued upon conversion of the Notes), plus (y) the number of Shares issuable upon exercise of the Warrants (including any Shares theretofore issued upon exercise of the Warrants), and (ii) the denominator shall be the sum of (x) the number of Shares outstanding at the time of the Issue Notice plus (y) the number of Shares issuable to all holders of Notes issued hereunder upon conversion in full of such Notes plus (z) the number of shares issuable upon exercise of the Warrants. The issuance foregoing rights of the Purchaser shall not apply to (i) the conversion of the Notes and by any Holder hereof or the Warrants is duly authorized and, exercise of any Warrants; (ii) the issuance or sale of up to 3,167,500 shares of the Common Stock upon issuance, shall be validly issued and free from all taxes, liens and charges with respect exercise of any stock options outstanding as of the date hereof granted pursuant to any Existing Option Plans; (iii) the issuance or sale of up to 4,500,000 shares of Common Stock upon the exercise of any options granted pursuant to the issue thereof. As of New Option Plan; (iv) the applicable Closing, a number issuance of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds upon conversion of the Convertible Preferred Stock; (the “Required Reserved Amountv) the sum issuance of (i) the maximum number shares of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof Common Stock pursuant to the terms of any Convertible Securities so long as the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number Purchaser shall have been afforded an opportunity to purchase its Proportionate Share of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes Convertible Securities in accordance with the Notes provisions of this Section 3.10. In case the Company shall issue or exercise sell any equity securities in an underwritten public offering, and the Purchaser shall elect to purchase its Proportionate Share of the Warrants in accordance with the Warrants, as the case may besuch equity securities, the Conversion Shares and the Warrant SharesPurchaser shall, 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 if so requested by the Company managing underwriter, sign an underwriting agreement containing customary terms and conditions. The Purchaser's right to purchase its Proportionate Share shall terminate and be of no further force or effect if the Securities is exempt from registration under the 1933 ActPurchaser shall decline to exercise its rights hereunder on five (5) consecutive occasions.

Issuance of Securities. The issuance of the Notes and the Warrants is duly authorized and, upon issuance, the Notes and the Warrants shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 0.10 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such the Initial Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 195,743,607 shares of Common Stock authorized and unissued, of which 10,730,226 63,813,368 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes Note and the Warrants is Warrant are duly authorized and, upon issuance, 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. As of the applicable Closing, a the Company shall have reserved from its duly authorized capital stock not less than 600% of the maximum number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum issuable upon conversion of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing (based on the initial Conversion lower of a Fixed Price (as defined in the Notesor Trading Price-based conversion) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms exercise of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the conversion of the Note and the exercise of the Warrants Warrant set forth in the WarrantsWarrant). As At all times, 600% of the date hereof, there are 195,918,607 maximum number of shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance issuable upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes (based on the lower of a Fixed Price or Trading Price-based conversion) and exercise of the Warrant shall be reserved at the Company’s transfer agent. Upon exercise in accordance with the Notes or exercise of the Warrants in accordance with the WarrantsWarrant, as the case may be, 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 conversion of the Notes, the Note 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 Buyer in Section 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 Notes Preferred Shares and the Warrants is are duly authorized and, and upon issuance, 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, a the Company shall have reserved from its duly authorized capital stock not less than all of its available authorized shares of Common Stock not otherwise reserved for issuance, and shall, on the Business Day immediately following the earlier of the Stockholder Approval and the Stockholder Approval Deadline, authorize and reserve for issuance such additional shares of Common Stock such that there shall be reserved from the Company’s capital stock not less than the sum of (i) 125% of the maximum number of shares of Common Stock shall have been duly authorized and reserved issuable upon conversion of the Preferred Shares (assuming for issuance which equals or exceeds (purposes hereof, that the “Required Reserved Amount) Preferred Shares are convertible at the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designations), (ii) 125% of the maximum number of Warrant Shares issued and shares of Common Stock issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As ) and (iii) 100% of the date hereof, there are 195,918,607 maximum number of shares of Common Stock authorized and unissued, issuable as Dividend Shares with respect to the Preferred Shares as of which 10,730,226 are reserved for issuance upon full exercise the Trading Day immediately prior to the applicable date of all outstanding options and warrants and upon conversion of all convertible promissory notesdetermination. Upon issuance or conversion of the Notes in accordance with the Notes Certificate of Designations or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares, the Dividend 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 Upon issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance payment thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise terms and conditions of the Warrants in accordance with the Warrants, as the case may bethis Agreement, the Conversion Purchase 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 liens, charges, restrictions, 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 Stock. Assuming the accuracy 20,000,000 shares of each Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. 341,858 shares of the representations Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and warranties set forth reserved for issuance as Initial Commitment Shares (as defined below in Section 2 5(e)) in accordance with this Agreement. The Initial Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, 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. 250,000 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 Initial Purchase Shares. The Initial Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, 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. 133,409 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 (as defined below in Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement, the offer Additional Commitment Shares shall be validly issued, fully paid and issuance by nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights 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 Notes and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms of the Rexahn Transaction Documents, as of (i) the Initial Subscription Date, subject to the Rexahn Required Stockholder Approvals, and (ii) the Closing Date, the Warrants shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the Initial Subscription Date), taxes, liens and charges and other encumbrances with respect to the issue thereof. As of the applicable ClosingClosing Date, a number of shares of Rexahn Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) until the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price Reservation Date (as defined in the Notes) Warrants), such calculation shall assume that the Series A Warrants and the Series B Warrants are then exercisable in full into a number of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant shares of Rexahn Common Stock equal to the terms sum of the Notesat least (x) (the “Initial Conversion Price”) plus (ii) 135% of the maximum number of Series A Warrant Shares issued and issuable pursuant to the Series A Warrants to be issued determined in such Closing, each as accordance with Section 2(d) of the Trading Day Series A Warrants assuming a Reset Price (as defined in the Series A Warrants) equal to the Reset Floor Price (as defined in the Warrants) immediately preceding without giving effect to any limitation on exercise set forth therein and (y) 100% of the applicable date maximum number of determination Series B Warrant Shares issued and issuable pursuant to the Series B Warrants assuming that the Maximum Eligibility Number (as defined in the Series B Warrant) is determined based on a Reset Price (as defined in the Series B Warrants) equal to the Reset Floor Price without taking into account giving effect to any limitations limitation on exercise set forth therein, and (ii) thereafter, the sum of at least (x) 135% of the maximum number of shares of Rexahn Common Stock as shall from time to time be necessary to effect the exercise of all of the Series A Warrants then outstanding, without giving effect to any limitation on exercise set forth in the Warrants). As therein and (y) 100% of the date hereof, there are 195,918,607 maximum number of shares of Rexahn Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full as shall from time to time be necessary to effect the exercise of all outstanding options of the Series B Warrants then outstanding, without giving effect to any limitation on exercise set forth therein (the foregoing clauses (i) and warrants and upon conversion of all convertible promissory notes(ii), as applicable, the “Required Reserve Amount”) (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Initial Subscription Date). Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, Shares 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 Rexahn 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 Rexahn of the Securities Warrants and the Warrant Shares is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, and upon issuance, 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, other than Permitted Liens. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) common shares not less than the sum of (iA) 200% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at the Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for defined in the Notes) as of the Closing Date, (y) interest on the Notes shall accrue through the eighteen month anniversary of the 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 Notes) as of the Closing Date and (z) any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesNotes set forth in the Notes and (B) (the “Initial Conversion Price”) plus (ii) 125% of the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes Preferred Shares and the Warrants is and the Warrant Preferred Shares are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than the sum of (i) 200% of the maximum number of Conversion Shares issued and issuable pursuant upon conversion of the Warrant Preferred Shares (assuming for purposes hereof that (x) the Warrants have been exercised in full, (y) the Warrant Preferred Shares are convertible at a conversion price equal to the Notes to be issued in such Closing based on the initial Alternate Conversion Price (as defined in the NotesCertificate of Designations) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after defined in the Certificate of Designations) as of the date hereof hereof, and without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Warrant Preferred Shares set forth in the “Initial Conversion Price”) plus Certificate of Designations), and (ii) 100% of the maximum number of Warrant Preferred Shares issued and initially issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the upon exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon issuance or conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beWarrant Preferred Shares, the Conversion Shares and the Warrant Shares, respectivelywhen 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 Upon issuance or exercise in accordance with the accuracy of each of Warrants (as the representations and warranties set forth in Section 2 of this Agreementcase may be), the offer Warrant Preferred Shares, when issued, will be validly issued, fully paid and non-assessable 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 Preferred Shares. The issuance by the Company of the Common Shares, the Warrants and the Warrant Preferred Shares (collectively, the “RD Securities”) has been registered under the 1933 Act, the RD Securities are being issued pursuant to the Registration Statement and all of the RD Securities are freely transferable and freely tradable by each of the Buyers without restriction, whether by way of registration or some exemption therefrom. The Registration Statement is exempt from registration effective and available for the issuance of the RD 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 (including the Prospectus Supplement) permits the issuance and sale of the RD Securities hereunder and as contemplated by the other Transaction Documents. Upon receipt of the RD Securities, each of the Buyers will have acquired ownership of the RD Securities free of any adverse claim. 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 documents incorporated by reference into the Registration Statement when filed, complied in all material respects with the requirements of the 1934 Act and, in each case, with the rules and regulations of the SEC promulgated under the 1933 Act or the 1934 Act, as the case may be. At the time the Registration Statement and any amendments thereto became effective the Registration Statement and any amendments thereto complied and, upon the filing of the Prospectus Supplement after the date of this Agreement the Registration Statement 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, at the time the Prospectus or any amendment or supplement thereto was issued and the Prospectus Supplement at the Closing Date, complied and will comply, as the case may be, 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 of General Instruction I.B.6 for the use of Form S-3 under the 1933 Act for the offering and sale of the RD Securities 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. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1000 Xxx) relating to any of the RD Securities, the Company was not and is not an “Ineligible Issuer” (as defined in Rule 405 under the 1933 Act). The Company (i) has not distributed any offering material in connection with the offer or sale of any of the RD Securities and (ii) until no Buyer holds any of the RD Securities, shall not distribute any offering material in connection with the offer or sale of any of the RD Securities to, or by, any of the Buyers (if required), in each case, other than the Registration Statement, the Prospectus or the Prospectus Supplement. In accordance with Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority Manual, the offering of the RD Securities has been registered with the SEC on Form S-3 under the 1933 Act, and the RD Securities are being offered pursuant to Rule 415 promulgated under the 1933 Act.

Issuance of Securities. The issuance Oak Tree and the Purchaser, to the extent applicable, have the requisite corporate power and authority to issue the Receivables Note, the guaranty of Oak Tree in respect of the Notes Receivables Note (the "Guaranty") and the Warrants is duly authorized andShares of Oak Tree. The Receivables Note, upon issuancethe Security Agreement, shall be validly issued the Guaranty and free from all taxes, liens and charges the certificate of designation with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Series A Preferred Stock shall have been duly authorized by all requisite corporate action on the part of Oak Tree and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant Purchaser, to the Notes extent applicable. When issued, the Receivables Note and Security Agreement will be a valid binding obligation of the Purchaser, and the Guaranty will be a valid binding obligation of Oak Tree, each enforceable in accordance with its term, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights in general and the application of general equitable principles, whether applied in an action at law or a proceeding in equity. The certificate of designation relating to be issued in such the Series A Preferred Stock has been, or will on or prior to the Closing based on be, duly filed with the initial Conversion Price (as defined in the Notes) Secretary of $2.50 (as adjusted for any stock dividendState of Delaware, stock splitand when so filed, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on upon the issuance thereof pursuant of the Series A Preferred Stock to the terms Seller or its designees, the holders of such Series A Preferred Stock will be entitled to the benefits of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number certificate of Warrant Shares issued designation and issuable pursuant be entitled to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes enforce their rights thereunder in accordance with the Notes provisions of Oak Tree's certificate of incorporation, as amended to date and as further amended or exercise supplemented by such certificate of the Warrants designation. The Receivables Note and Shares of Oak Tree have been duly authorized for issuance and all necessary corporate action has been taken by Oak Tree in accordance with the Warrantsterms of this Agreement and the Receivables Note. The Shares of Oak Tree, as when issued (in the case may be, of the Conversion Shares and the Warrant Receivables Shares, respectivelyupon due conversion of the Series A Preferred Stock, and in the case of the Price Protection Shares, upon due exercise by the Seller and its designees of their rights under Article 3 of this Agreement) will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to non-assessable. Upon issuance of the issue thereof, Series A Preferred Stock in accordance 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 respective terms of this Agreement, the offer Receivables Note and issuance by the Company applicable certificate of designation, such securities will be convertible at the option of the Securities is exempt from registration under holders thereof into Receivables Shares on a one-for-one basis for each share of Preferred Stock so converted. No holder of any Shares of Oak Tree will be subject to personal liability by reason of being such a holder, and the 1933 Actissuance of such shares upon conversion, purchase or other issuance will not be subject to preemptive or other similar rights of any security holder of Oak Tree created by Oak Tree or Purchaser and will be duly authorized, validly issued and outstanding, fully paid and non-assessable. During the past six years, all Common Stock issued by Oak Tree has been issued in compliance in all material respects with the federal securities laws applicable to it.

Issuance of Securities. The issuance of Except as set forth on Schedule 2(c), the Notes Shares and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges Liens with respect to the issue thereofthereof and the Shares, when issued in accordance with the terms hereof, shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Series E-2 Preferred Stock. As of the applicable ClosingExercise Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion shares of Common Stock issuable upon conversion of the Shares issued and exercise of the Warrants. The Company shall, for so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the exercise of the Warrants, 100% of the number of shares of Common Stock issuable pursuant upon exercise of the Warrants. The Company shall, for so long as any of the Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued capital stock, solely for the Notes to be issued purpose of effecting the conversion of the Shares, 100% of the number of shares of Common Stock issuable upon conversion of the Shares. Upon issuance in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to accordance with the terms of the Notes) (Warrants, the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance issued with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, respect thereto will be validly issued, fully paid and nonassessable and free from all preemptive or similar rightsLiens with respect to the issue thereof, taxeswith the holders being entitled to all rights accorded to a holder of Common Stock. Upon conversion of the Shares in accordance therewith, liens the shares of Common Stock issued with respect thereto will be validly issued, fully paid and charges nonassessable and free from all 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 and completeness of each of the representations and warranties set forth made by each Buyer in Section 2 of this Agreement3, 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 200% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be (assuming for purposes hereof that (w) all Additional Notes issuable hereunder have been issued in as of such Closing based on date of determination, (x) the initial Notes are convertible at the Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividenddefined in the Note) as of the date hereof, stock split, stock combination, reclassification or similar transaction occurring after (y) interest on the Notes shall accrue through the fifth (5th) anniversary of the applicable Closing Date and 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 without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes set forth in the Notes) (the “Initial Conversion Price”) plus ), and (ii) the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account regard to any limitations on the exercise of the Warrants set forth in therein, but after giving effect to any adjustments to the WarrantsWarrants as a result of the deemed issuance of all of the Additional Notes issuable hereunder). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. Immediately following the Stockholder Approval, the Company shall duly authorize and reserve for issuance a number of shares of Common Stock which equals 150% of the sum of the number of shares of Common Stock issuable upon conversion of, and as payment for interest on, the Initial Notes and the number of shares of Common Stock issuable upon exercise of the Initial Warrants. As of the applicable Additional Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) 150% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock issuable upon conversion of, and as payment for interest on, the Notes and the number of shares of Common Stock issuable upon exercise of the Warrants. Thereafter, the Company shall, so long as any of the Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissuedunissued Capital Stock, solely for the purpose of which 10,730,226 are reserved effecting the conversion of the Notes, 130% of the sum of the number of shares of Common Stock issuable upon conversion of, and as payment for issuance interest on, the Notes and the number of shares of Common Stock issuable upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesthe Warrants. Upon conversion of the Notes or exercise in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, and upon issuance of Interest Shares as interest on the Notes, the Conversion Shares, the Warrant Shares and the Warrant Interest 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 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 Notes and the Warrants is duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of the Company shall have reserved 217,543,859 shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Initial Reserve Amount”) from its duly authorized capital stock for the conversion and/or exercise, as applicable, of the Notes and the Warrants and, effective as of the Stockholder Approval Date (as defined below), the Company shall have reserved from its duly authorized capital stock not less than the greater of (I) 19.9% of the aggregate amount of Common Stock outstanding as of the date hereof and (II) the sum of (i) 500% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividenddefined in the Note) as of the date hereof, stock split, stock combination, reclassification or similar transaction occurring after (y) interest on the Notes shall accrue through the six month anniversary of the Closing Date and 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 without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes set forth in the Notes) (the “Initial Conversion Price”) plus ), and (ii) 100% of the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and free from all preemptive or similar rights, taxes, liens liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) 150% of the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such ClosingWarrants, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination Closing Date (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 17,349,835 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 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 issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Series B Shares and the Warrants is are duly authorized and, upon issuanceissuance 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 liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable Initial Closing, a the Company shall have reserved from its duly authorized capital stock the maximum number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms upon exercise of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As The issuance of the date hereofWarrant Shares is duly authorized, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectivelywhen 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 The issuance of the Underlying Series B Shares is duly authorized, and upon conversion in accordance with the Series B Shares, the Underlying Series B Shares, when issued, 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, 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. The Company (i) has not distributed any offering material in connection with the offering and sale of any of the Securities and (ii) until no Buyer holds any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities to, or by, any of the Buyers, in each case, other than the Registration Statement(s) (or the prospectuses contained therein).

Issuance of Securities. The issuance of the Securities, the Warrant Shares and the Stock Amortization Shares has been duly authorized by all necessary corporate action. The Notes and the Warrants is duly authorized andWarrants, upon issuancewhen issued in accordance with the terms of this Agreement, shall will be validly issued issued, free and free from all taxes, liens and charges with respect to the issue thereofclear of any Liens (as defined below). As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) 100% of the maximum number of Conversion shares of Common Stock issuable as Stock Amortization Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion (assuming a Stock Payment Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each 2.29375 as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date Closing Date) and (ii) 100% of determination the number of shares of Common Stock issuable upon exercise of the Warrants in their entirety at the Exercise Price in effect on the Closing Date (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of Upon the date hereof, there are 195,918,607 shares of Common Stock authorized issuance and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion delivery of the Notes in accordance with this Agreement, the offer and sale of the Notes or exercise of the Warrants and, if any Stock Amortization Shares are delivered in accordance with the Warrants, as the case may beNotes, the Conversion Shares issuance and the Warrant delivery of such Stock Amortization Shares, respectivelywill constitute transactions exempt from the registration requirements of the Securities Act. The Shares, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable nonassessable, free and free from all preemptive or similar rightsclear of any Liens. The Stock Amortization Shares, taxes, liens and charges with respect to the issue thereof, when issued in accordance with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each terms of the representations Notes, will be validly issued, fully paid and warranties set forth nonassessable, free and clear of any Liens. The Warrant Shares, when issued in Section 2 accordance with the terms of this Agreementthe Warrants, the will be validly issued, fully paid and nonassessable, free and clear of any Liens. The offer and issuance sale by the Company of the Securities is exempt from registration Shares and the Warrants have been registered under the 1933 Securities Act; the Shares, the Warrants and the Warrant Shares (assuming that the Registration Statement is available at the time of any sale of the Warrant Shares or if not, that the Warrants are exercised pursuant to a “cashless exercise”) are being validly issued pursuant to the Registration Statement; and all of the Shares, Warrant Shares and the Warrants, when issued in accordance with the terms of this Agreement, are freely transferable and freely tradable by the Purchasers without restriction.

Issuance of Securities. The issuance of the Notes and the Warrants Securities is duly authorized andand when issued and delivered in accordance with the terms of the Transaction Documents, upon issuance, the Securities shall be validly issued issued, fully paid and non-assessable and free from all taxes, liens and charges Liens with respect to the issue issuance thereof. As of each Closing Date, the applicable Closing, Company shall have not less than a number of shares of authorized but unissued Common Stock equal to the sum of (w) 100% of the maximum number of shares of Common Stock as shall have been duly authorized and be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the warrants then outstanding issued under the Prior SEA and/or the Prior SPA, reserved for the purpose of issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to such warrants, plus (x) a fraction, the numerator of which shall be the then outstanding Principal Amount (as defined in the Exchange Notes) of the Initial Exchange Notes plus an amount equal to all interest accrued on such outstanding Principal Amount and the denominator of which shall be issued in such Closing based on the initial Conversion Price (as defined in the Initial Exchange Notes), plus (y) a fraction, the numerator of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after which shall be the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms then outstanding Principal Amount of the Optional Exchange Notes) (, if any, plus an amount equal to all interest accrued on such outstanding Principal Amount and the “Initial denominator of which shall be the Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day Price (as defined in the WarrantsOptional Exchange Notes) immediately preceding the applicable date of determination plus (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 z) an additional twenty million (20,000,000) unreserved and available shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesStock. Upon conversion of the Notes issuance in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beExchange Notes, the Conversion Exchange 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 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. The Company acknowledges that the holding period for purposes of Rule 144(d)(1) with respect to the Exchange Notes and the shares underlying the Exchange Notes commenced on March 23, 2022 and, therefore, such holding period expired September 23, 2022. The Company further acknowledges and agrees that it will neither assert nor maintain a contrary position with respect to the date of commencement of the holding period under Rule 144 with respect to the Exchange Notes and the shares underlying the Exchange Notes.

Issuance of Securities. The issuance of the Notes Preferred Stock and the Warrants is are duly authorized and, upon issuanceissuance 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 liens, charges and charges other encumbrances with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 100% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on Preferred Stock (assuming for purposes hereof that the initial Preferred Stock is convertible at the Conversion Price (as defined in the NotesCertificate of Designation) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (Preferred Stock set forth in the “Initial Conversion Price”) plus Certificate of Designation), and (ii) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As The issuance of the date hereofConversion Shares is duly authorized, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes Preferred Stock in accordance with the Notes or exercise Certificates of the Warrants in accordance with the Warrants, as the case may beDesignation, the Conversion Shares and the Warrant Shares, respectivelywhen 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 the accuracy of each The issuance of the representations Warrant Shares is duly authorized, and warranties set forth upon exercise in Section 2 of this Agreementaccordance with the Warrants, the offer Warrant Shares, when issued, will be validly issued, fully paid and issuance by non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the Company issue thereof, with the holders of the Securities is exempt from registration under Warrant Shares being entitled to all rights accorded to a holder of Common Stock. Upon receipt of the 1933 Actapplicable Securities, each Investor will have good and marketable title to the applicable Securities.

Issuance of Securities. The issuance of the Notes Common Shares and the Warrants is are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereofthereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds 100% of the aggregate of the maximum number of shares of Common Stock (the “Required Reserved Amount”) the sum of issuable (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms upon exercise of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such ClosingWarrants, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of , and (ii) as Adjustment Shares, taking into account the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesAdjustment Shares Cap. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant 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. The Adjustment Shares, respectivelywhen 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 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 Notes and the Warrants is Securities are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued and free from all taxes, liens and charges Liens with respect to the issue thereofthereof and the Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Series D Preferred and Series D-1 Preferred; provided, however, that the foregoing is subject to the restrictions set forth in the Certificate of Designation and the New Common Stock Warrants and the effectiveness of the Authorized Share Increase with respect to the shares of Common Stock issuable upon conversion of the Series D Preferred, Series D-1 Preferred and New Common Stock Warrants. As of the applicable ClosingExercise Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock which equals the maximum number of shares of Common Stock issuable upon exercise of the New Common Stock Warrants. As of the Closing Date, the Company shall have been duly authorized and reserved for issuance a number of shares of Series A Preferred which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and shares of Series A Preferred issuable pursuant upon exercise of the New Series A Warrants. Subject to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (Warrants, the “Initial Conversion Price”) plus (ii) the maximum number Company shall, so long as any of Warrant Shares issued and issuable pursuant to the Warrants are outstanding, take all action necessary to be issued in such Closingreserve and keep available out of its authorized and unissued capital stock, each as solely for the purpose of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on effecting the exercise of the Warrants set forth in the Warrants). As , 100% of the date hereof, there are 195,918,607 number of shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance issuable upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants Warrants. Upon exercise in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, shares of Common Stock issued with respect thereto will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges 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 and completeness of each of the Holders’ representations and warranties set forth in Section 2 of this Agreement3, 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 Notes and the Warrants is are duly authorized and, and upon issuance, issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid and non-assessable and, after giving effect to any consents or waivers received by the Company on or prior to the Closing Date, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum capital stock not less than 300% of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at the Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividenddefined in the Note) as of the date hereof, stock split, stock combination, reclassification or similar transaction occurring after (y) interest on the Notes shall accrue through the third anniversary of the Closing Date and 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 without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants Notes set forth in the WarrantsNotes). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Notes, after giving effect to any consents or exercise of waivers received by the Warrants in accordance with Company on or prior to the Warrants, as the case may beClosing Date, 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 In each case subject to the terms of the Settlement Documents, the issuance of the Notes Settlement Shares, the Settlement Warrants and the Warrants is Settlement Notes are duly authorized and, upon issuanceissuance in accordance with the terms hereof, shall be validly issued issued, fully paid and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the issue thereof and the Common Stock issued pursuant to the Settlement Warrants and the Settlement Notes shall 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, with the holder of the Settlement Shares, the Settlement Warrant Shares and the Settlement Conversion Shares (as defined below) being entitled to all rights accorded to a holder of Common Stock. The Settlement Shares, the Settlement Warrants and the Settlement Notes and the Common Stock issued pursuant to the Settlement Warrants and the Settlement Notes will not bear any restrictive legend under applicable securities laws, rules and regulations. For the purposes of Rule 144 promulgated under the 1933 Act, GT Biopharma acknowledges that the holding period of the Settlement Shares, the Settlement Warrants and the Settlement Notes may be tacked onto the holding period of the Original Notes and the Original Warrants and GT Biopharma agrees not to take a position contrary to this Section 6(b). As of the applicable ClosingExchange Date, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount”) the sum of (i) 150% of the maximum number of Conversion Shares issued and shares of Common Stock issuable pursuant to the terms of the Settlement Notes to be issued in such Closing (the “Settlement Conversion Shares”) based on the initial Conversion Price (as defined in the Settlement Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Settlement Notes) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and shares of Common Stock issuable pursuant to the Warrants to be issued in such Closing, each as upon exercise of the Trading Day Settlement Warrants (as defined in the Warrants“Settlement Warrant Shares”) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 679,300,567 shares of Common Stock authorized and unissued. So long as any Empery Funds owns any Settlement Warrants and/or Settlement Notes, GT Biopharma shall take all action necessary to at all times have authorized, and reserved for the purpose of which 10,730,226 are issuance, no less than the Required Reserve Amount. If at any time the number of shares of Common Stock authorized and reserved for issuance upon full exercise is not sufficient to meet the Required Reserved Amount, GT Biopharma will promptly take all corporate action necessary to authorize and reserve a sufficient number of all outstanding options and warrants and upon conversion shares, including, without limitation, calling a special meeting of all convertible promissory notes. Upon conversion stockholders to authorize the reservation of additional shares to meet the Notes GT Biopharma’s obligations under this Section 6(b), and, in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beof an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the Conversion Shares and management shares of GT Biopharma in favor of an increase in 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 authorized shares of GT Biopharma to ensure that the issue thereof, with number of authorized shares is sufficient to meet 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 ActRequired Reserved Amount.

Issuance of Securities. The issuance Shares have been duly authorized, and when issued and paid for in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances, security interests, charges and rights of first refusal of any kind (collectively, "Liens"). The Preferred Stock, when issued in exchange for the Debentures in accordance with the terms of the Notes Debentures, shall be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens. The Shares, the Preferred Stock and the Warrants is duly authorized andWarrants, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect will not subject the holders thereof to the issue thereofpersonal liability by reason of being such holders. As of the applicable Closing, a number of The shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes Convertible Securities are referred to herein as the "Underlying Shares." When issued in accordance with the Notes Debentures or exercise the Certificate of the Warrants in accordance with the WarrantsDesignation, as the case may be, the Conversion Underlying Shares and the Warrant Shares, respectively, will be duly authorized, validly issued, fully paid and nonassessable nonassessable, free and clear of all Liens. The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable, free from and clear of all preemptive or similar rightsLiens. The Debentures, taxesthe Shares, liens the Preferred Stock, the Warrants, the Underlying Shares and charges with respect the Warrant Shares are referred to herein collectively as the "Securities." The Company has and, at each Closing Date, will have and at all times while the Convertible Securities and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock at least equal to the issue thereof, with sum of (A) 200% of the holders being entitled to all rights accorded to a holder number of shares of Common Stock. Assuming Stock needed to provide for the accuracy of each issuance of the representations Underlying Shares (without regard to any limitations on conversions thereof) and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company (B) 100% of the Securities is exempt from registration under number of shares of Common Stock needed to provide for the 1933 Actissuance of the Warrant Shares (without regard to any limitations on exercise thereof).

Issuance of Securities. The issuance of the Notes and the Warrants is has been duly authorized and, and upon issuance, issuance such Notes shall be validly issued and (i) free from all taxes, liens taxes and charges with Liens in respect of the issue thereof other than Permitted Liens (as defined in the Notes) and (iii) entitled to the issue thereofrights set forth in the Notes. As Upon the effectiveness of the applicable ClosingReverse Split, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum 130% of (i) the maximum number of Conversion Shares issued shares Common Stock issuable upon conversion of the Notes and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the upon exercise of the Warrants set forth in Warrants. Upon the Warrants). As effectiveness of the date hereofReverse Split and thereafter, there are 195,918,607 at least 10,754,545 shares of Common Stock (subject to adjustment pursuant to the Company's covenant set forth in Section 4(l) of the Securities Purchase Agreement) will be duly authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes and upon exercise of the Warrants. Upon issuance or conversion in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 in respect to of the issue thereofthereof other than Permitted Liens, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming Subject to the accuracy of each of the Buyers' representations and warranties set forth in Section 2 of this the Securities Purchase Agreement, the offer and issuance by the Company ShellCo of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Notes Preferred Shares and the Warrants is have been duly authorized and, and upon issuance, 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, a the Company shall have reserved from its duly authorized capital stock (A) not less than the sum of 130% of the maximum number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of issuable (i) upon conversion of the maximum number of Conversion Preferred Shares issued and issuable pursuant to the Notes to be issued in such Closing based on Series C-1 Warrants (assuming for purposes hereof, that the initial Preferred Shares are convertible at the Conversion Price (as defined in the NotesCertificate of Designations) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesPreferred Shares set forth in the Certificate of Designations) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as upon exercise of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination Initial Warrants (without taking into account any limitations on the exercise of the Initial Warrants set forth in the Initial Warrants). As , and (B) not less than the maximum number of Series C-1 Warrant Shares issuable upon exercise of the Series C-1 Warrants, in each case, determined as if issued as of the trading day immediately preceding the applicable date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesdetermination. Upon issuance or conversion of the Notes in accordance with the Notes Certificate of Designations or the exercise of the Warrants in accordance with and payment of the Warrants, as exercise price under the case may beWarrants (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 Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) 130% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such ClosingWarrants, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 7,030,929 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number the Company shall have reserved from its duly authorized capital stock not less than the greater of shares (I) 19.9% of the aggregate amount of Common Stock shall have been duly authorized outstanding as of the date hereof and reserved for issuance which equals or exceeds (the “Required Reserved AmountII) the sum 500% of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividenddefined in the Note) as of the date hereof, stock split, stock combination, reclassification or similar transaction occurring after (y) interest on the Notes shall accrue through the six month anniversary of the Closing Date and 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 without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants Notes set forth in the WarrantsNotes). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may beNotes, 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 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 Upon issuance of the Notes and the Warrants is duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes payment therefor in accordance with the Notes or exercise terms and conditions of the Warrants in accordance with the Warrants, as the case may bethis Agreement, the Conversion Purchase Shares and (including, without limitation, 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, 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 Stock. Assuming the accuracy Five Million Five Hundred Thousand (5,500,000) shares of each Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares. Fifty Thousand Eight Hundred Ninety-One (50,891) shares of the representations Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) have been duly authorized and warranties set forth reserved for issuance as Initial Commitment Shares (as defined below in Section 2 5(e)) in accordance with this Agreement. The Initial Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, 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. One Hundred One Thousand Seven Hundred Eighty-One (101,781) shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) have been duly authorized and reserved for issuance as Additional Commitment Shares (as defined below in Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement, the offer Additional Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, 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. The Securities are being issued pursuant to the Registration Statement, and the issuance of the Securities has been registered by the Company pursuant to the Securities Act. Upon receipt of the Purchase Shares and the Commitment Shares, the Investor will have good and marketable title to such Securities and such Securities will be immediately freely tradable on the Principal Market by any holder who is exempt from registration not an “affiliate” under the 1933 Act.

Issuance of Securities. The issuance of the Notes shares of Series B Preferred Stock, the Note, the Series A Warrant and the Series B Warrants is duly authorized andauthorized, and upon issuance, shall be validly issued and free from all taxes, liens and charges issuance in accordance with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectivelyTransaction Documents, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens liens, charges and other encumbrances with respect to the issue thereof. As of the date hereof, the Company shall have reserved from its duly authorized capital stock (i) 672,600,000 shares of Common Stock for issuance upon conversion of all the shares of Series B Preferred Stock and (ii) 827,400,000 shares of Common Stock for issuance upon conversion of all the Notes (as defined in the Note). Simultaneously with the earlier to occur of (x) the date on which the Company effects the Initial Reverse Split (as defined in the Note) and (y) the Initial Reverse Split Deadline (as defined in the Note), the Company shall have reserved from its duly authorized capital stock not less than 130% of the sum of (i) the maximum number of Series B Preferred Conversion Shares issuable upon conversion of the shares of Series B Preferred Stock (assuming for purposes hereof that the shares of Series B Preferred Stock are convertible at the initial Fixed Conversion Price (as defined in the Series B Certificate of Designations) and without taking into account any limitations on the conversion of the shares of Series B Preferred Stock set forth in the Series B Certificate of Designations), (ii) the maximum number of Series C Preferred Conversion Shares issuable upon conversion of the shares of Series C Preferred Stock (assuming for purposes hereof that the shares of Series C Preferred Stock are convertible at the initial Conversion Price (as defined in the Series C Certificate of Designations) and without taking into account any limitations on the conversion of the shares of Series C Preferred Stock set forth in the Series C Certificate of Designations), (iii) the maximum number of Note Conversion Shares issuable upon conversion of the Note (without taking into account any limitations on conversion of the Note set forth therein), (iv) the maximum number of Series A Warrant Shares issuable upon exercise of the Series A Warrants (without taking into account any limitations on exercise of the Series A Warrants set forth therein) and (v) the maximum number of shares of Series C Preferred Stock issuable upon exercise of the Series B Warrants. Upon conversion in accordance with the Series B Certificate of Designations, the Series C Certificate of Designations or the Notes (as the case may be) or exercise in accordance with the Series A Warrants or the Series B Warrants (as the case may be), the Series B Preferred Conversion Shares, the Series C Preferred Conversion Shares, the Note Conversion Shares, the Series A Warrant Shares and the shares of Series C Preferred Stock, respectively, when issued, 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, with the holders being entitled to all rights accorded to a holder of Common StockStock or Series C Preferred Stock (as applicable). Assuming The offer and issuance by the accuracy of each Company of the representations and warranties set forth in Section 2 shares of this AgreementSeries B Preferred Stock, the shares of Series C Preferred Stock, the Note, the Series A Warrants and the Series B Warrants is exempt from registration pursuant to Section 3(a)(9) under the 0000 Xxx. The issuance by the Company of the Conversion Shares and the Series A Warrant Shares will be exempt from registration pursuant to Section 3(a)(9) under the 1933 Act. The offer and issuance by the Company of the Securities is exempt from registration under the 1933 ActTrust Indenture Act of 1939, as amended. All of the Securities are freely transferable and freely tradable by the Holder without restriction.

Issuance of Securities. The Subject to effectiveness of the Shareholder Approval and filing of articles of amendment to the Company’s Articles of Incorporation authorizing the Preferred Shares, the issuance of the Notes Notes, the Preferred Shares and the Warrants is are duly authorized and, and upon issuance, 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 Additional Closing, a the Company shall have reserved from its duly authorized capital stock not less than the sum of (i) 120% of the maximum number of shares of Common Stock shall have been duly authorized and reserved issuable upon conversion of the Preferred Shares (assuming for issuance which equals or exceeds (purposes hereof, that the “Required Reserved Amount) Preferred Shares are convertible at the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof conversion of the Preferred Shares set forth in the Certificate of Designations), (ii) 120% of the maximum number of Dividend Shares issuable pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number Certificate of Warrant Shares Designations, determined as if issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) trading day immediately preceding the applicable date of determination and assuming that all of the Preferred Shares remain outstanding until the Maturity Date (as defined in the Certificate of Designations), 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). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Certificate of Designations or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes 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 Warrants and the Common Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of capital stock not less than (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price Initial Reserve Amount (as defined in the NotesCertificate of Designations) of $2.50 Common Stock for issuance pursuant to this Certificate of Designations (and/or the Common Warrants, as designed from time to time in writing by an Investor (as adjusted for defined in the Registration Rights Agreement) with respect to such Investor’s Authorized Share Allocation (as defined in the Certificate of Designations) and not with respect to any stock dividendother Investor’s Authorized Share Allocation), stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) 100% of the maximum number of Warrant Preferred Shares issued and initially issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the upon exercise of the Warrants set forth in the Preferred Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon issuance or conversion of the Notes in accordance with the Notes Preferred Shares or exercise of the Warrants in accordance with the Warrants, Common Warrants or the Preferred Warrants (as 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 issuance of the Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 194,428,192 shares of Common Stock authorized and unissued, of which 10,730,226 1,786,592 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory noteswarrants. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 200% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Notes are convertible at the Alternate Conversion Price (as defined in the Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for any stock dividenddefined in the Note) as of the date hereof, stock split, stock combination, reclassification or similar transaction occurring after (y) interest on the Notes shall accrue through the eighteen (18) month anniversary of the Closing Date and 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 without taking (z) any such conversion shall not take into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes set forth in the Notes) (the “Initial Conversion Price”) plus ), and (ii) the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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, 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 Notes Preferred Shares and the Warrants is have been duly authorized andand upon issuance thereof in accordance with the terms of the Transaction Documents, upon issuance, the Preferred Shares and the Warrants 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, a number the Company shall have reserved from its duly authorized Common Stock not less than 2,000,000 of the shares of its authorized Common Stock which shall not have theretofore been issued or reserved for issuance for other purposes. From and after receipt of the Capital Increase, the Company shall have reserved not less than 12,000,0000 of the shares of its authorized Common Stock for the conversion of Preferred Shares, the issuance of Dividend Shares and the issuance of shares of Common Stock upon exercise of all of the Warrants; provided, however, if the Company issues more than 10,000 Preferred Shares upon the Initial Closing and the Additional Closing, the Company shall have been duly reserved not less than 16,000,000 of the shares of its authorized and reserved Common Stock for issuance which equals or exceeds (the “Required Reserved Amount) conversion of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividendPreferred Shares, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (Dividend Shares and the “Initial Conversion Price”) plus (ii) the maximum number issuance of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesthe Warrants. Upon conversion of the Notes issuance in accordance with the Notes Certificate of Designations or exercise of the Warrants in accordance with the Warrants, as the case may be, the Conversion Shares, the Dividend 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 Based on 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 Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum 130% of (i) the maximum number of (the "Required Reserved Amount") (i) Conversion Shares issued and issuable pursuant to the terms of the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus ), and (ii) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 Schedule 3(c) sets forth (x) the number of shares of the Company's Common Stock that are authorized and unissuedunissued and (y) the number of shares of the Company's issued and outstanding Common Stock are owned by Persons who are "affiliates" (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of which 10,730,226 at least 10% of the Company's issued and outstanding Common Stock are reserved "affiliates" without conceding that any such Persons are "affiliates" for issuance upon full exercise purposes of all outstanding options and warrants and upon conversion federal securities laws) of all convertible promissory notesthe Company or any of its Subsidiaries, in each case as of the Closing Date. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes and the Warrants is are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount”) 130% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such ClosingWarrants, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 6,604,691 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as the case 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 Notes Preferred Shares and the Warrants is have been duly authorized and, and upon issuance, issuance in accordance with the terms of the Transaction Documents shall be validly issued issued, fully paid, non-assessable and free from all preemptive rights, 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 Initial Closing, a the Company shall have reserved from its duly authorized capital stock not less than the sum of 100% of the maximum number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of issuable (i) upon conversion of the maximum number of Conversion Preferred Shares issued and issuable pursuant to (assuming for purposes hereof, that the Notes to be issued in such Closing based on Preferred Shares are convertible at the initial Conversion Price (as defined in the NotesCertificate of Designations) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the NotesPreferred Shares set forth in the Certificate of Designations) (the “Initial Conversion Price”) plus and (ii) the maximum number upon exercise of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As , in each case, determined as if issued as of the Trading Day immediately preceding the applicable date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for issuance upon full exercise of all outstanding options and warrants and upon conversion of all convertible promissory notesdetermination. Upon issuance or conversion of the Notes in accordance with the Notes Certificate of Designations or the exercise of the Warrants in accordance with and payment of the Warrants, as exercise price under the case may beWarrants 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 Notes and the Warrants Securities is duly authorized andand when issued and delivered in accordance with the terms of the Transaction Documents, upon issuance, the Securities shall be validly issued issued, fully paid and non-assessable and free from all taxes, liens and charges Liens with respect to the issue issuance thereof. As of the applicable ClosingClosing Date, the Company shall have not less than a number of shares of authorized but unissued Common Stock equal to the sum of (x) 100% of the maximum number of shares of Common Stock as shall have been duly authorized and reserved for issuance which equals or exceeds (be necessary to satisfy the “Required Reserved Amount) the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant Company’s obligation to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 issue shares of Common Stock authorized and unissuedunder the Exchange Warrants, of which 10,730,226 are reserved for the purposes of issuance upon full exercise pursuant to the Exchange Warrants, plus (y) an additional twenty million (20,000,000) unreserved shares of all outstanding options and warrants and upon conversion of all convertible promissory notesCommon Stock. Upon conversion of the Notes issuance in accordance with the Notes or exercise of the Warrants in accordance with the Exchange Warrants, as the case may be, the Conversion Underlying 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 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. The Company acknowledges that the holding period for purposes of Rule 144(d)(1) with respect to the Exchange Notes and the shares underlying the Exchange Warrants commenced on March 23, 2022 and, therefore, such holding period will expire September 23, 2022. The Company further acknowledges and agrees that it will neither assert nor maintain a contrary position with respect to the date of commencement of the holding period under Rule 144 with respect to the Exchange Notes and the shares underlying the Exchange Warrants.

Issuance of Securities. The issuance of the Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number the Company shall have reserved from its duly authorized capital stock not less than the greater of (i) 15 million shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amountii) the sum of (iA) 200% of the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Series A Notes to be issued in such Closing based on (assuming for purposes hereof that (x) the initial Series A Notes are convertible at the Alternate Conversion Price (as defined in the Series A Notes) of $2.50 assuming an Alternate Conversion Date (as adjusted for defined in the Series A Notes) as of the Closing Date, (y) interest on the Series A Notes shall accrue through the eight month 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 Series A Notes) assuming an Alternate Conversion Date (as defined in the Series A Notes) as of the Closing Date and (z) any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking such conversion shall not take into account any limitations on the issuance thereof pursuant conversion of the Series A Notes set forth in the Series A Notes); (B) 200% of the maximum number of Conversion Shares issuable upon conversion of the Series B Notes (assuming for purposes hereof that (x) the Series B Notes are convertible at the Alternate Conversion Price (as defined in the Series B Notes) assuming an Alternate Conversion Date (as defined in the Series B Notes) as of the Closing Date, (y) interest on the Series B Notes shall accrue through the eight month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the terms Alternate Conversion Price (as defined in the Series B Notes) assuming an Alternate Conversion Date (as defined in the Series B Notes) as of the Closing Date and (z) any such conversion shall not take into account any limitations on the conversion of the Series B Notes set forth in the Series B Notes); and (C) (the “Initial Conversion Price”) plus (ii) 125% of the maximum number of Warrant Shares issued and initially issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, Warrants (as the case may be), the Conversion Shares 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 Notes Preferred Shares and the Warrants is are duly authorized and, and upon issuance, 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. As The Company shall have reserved from its duly authorized capital stock as of the applicable ClosingClosing Date, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) not less than 125% of the maximum number of Conversion Shares issued issuable upon conversion of the Preferred Shares (determined without taking into account any limitations on the conversion of the Preferred Shares set forth therein and issuable pursuant to assuming that the Notes to be issued in such Closing based on Preferred Shares are convertible at the initial Conversion Price (as defined in the NotesCertificate of Designation) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes) (the “Initial Conversion Price”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to upon exercise of the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes Preferred Shares or exercise of the Warrants in accordance with the Warrants, 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, 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 (other than the Warrants and the Warrant Shares) 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 Notes and the Warrants is are duly authorized and, and upon issuance, 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. As of the applicable Closing, a number of shares of Common Stock the Company shall have been reserved from its duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) capital stock not less than 120% of the sum of (i) the maximum number of Conversion Shares issued and issuable pursuant to upon conversion of the Notes to be issued in such Closing based on (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof pursuant to the terms conversion of the Notes) (the “Initial Conversion Price”) plus Notes set forth therein), (ii) the maximum number of Warrant Interest Shares issued and issuable pursuant to the Warrants to terms of the Notes from the Initial Closing Date through the thirty (30) month anniversary of the Initial Closing Date (determined without taking into account any limitations on the issuance of securities set forth in the Notes and assuming all Additional Notes issuable hereunder will be issued in such Closing, each as on theAdditional Closing Date) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, of which 10,730,226 are reserved for Upon issuance upon full exercise of all outstanding options and warrants and upon or conversion of all convertible promissory notes. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, 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 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 outstanding shares of Common Stock of the Notes and the Warrants is Company have been duly authorized and, upon issuance, shall be and validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein in accordance with the terms of the Transaction Documents will be free from all taxes, liens and charges with respect to the issue thereof, validly issued, fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of the Securities or the issuance and sale thereof, except for the rights issued to JP SPC 3 obo OXBT FUND, SP, pursuant to a Convertible Note and Warrant Purchase Agreement with the Company dated June 16, 2011 and Empery Asset Master, LTD, pursuant to a Convertible Note and Warrant Purchase Agreement with the Company dated June 29, 2011. As of the applicable Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum of (i) 130% of the aggregate of the maximum number of Conversion shares of Common Stock issuable upon conversion or redemption of the Preferred Shares issued and issuable pursuant to (assuming for purposes hereof that the Notes to be issued in such Closing based on Preferred Shares are convertible at the initial Conversion Price as of the applicable Closing Date (as defined in the NotesCertificate of Designations) of $2.50 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on the issuance thereof conversion of the Preferred Shares set forth in the Certificate of Designations), (ii) 130% of the maximum number of Dividend Shares issuable pursuant to the terms of the Notes) Certificate of Designations, from any Closing Date through the first anniversary of the Closing Date and (the “Initial Conversion Price”) plus (iiiii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereof, there are 195,918,607 shares of Common Stock authorized and unissued, issuable as of which 10,730,226 are reserved for issuance the applicable Closing Dates upon full exercise of all outstanding options and warrants and upon conversion the Warrants. Neither the filing of all convertible promissory notesthe Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. Upon conversion of the Notes conversion, redemption or exercise in accordance with the Notes Preferred Shares or exercise of the Warrants in accordance with the Warrants, as the case 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 Except as set forth in Section 2 of this Agreementon Schedule 3(e), the offer and issuance there are no securities or instruments issued by the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities is exempt from registration under the 1933 ActSecurities.

Issuance of Securities. The issuance outstanding shares of Common Stock of the Notes and the Warrants is Company have been duly authorized and, upon issuance, shall be and validly issued and are fully paid and non-assessable; the Securities to be issued and sold by the Company, except with respect to the issuance of such number of Warrant Shares exceeding the number of authorized shares, subject to receiving the Shareholder Approval and effecting the Reverse Stock Split and the Authorized Shares Increase Amendment, have been duly authorized and when issued and paid for as contemplated herein in accordance with the terms of the Transaction Documents will be free from all taxes, liens and charges with respect to the issue thereof, validly issued, fully paid and non-assessable; and no preemptive rights of shareholders exist with respect to any of the Securities or the issue and sale thereof. As of the applicable Closing, a number of shares of Common Stock shall have initially been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount) the sum 85,002,328 shares of (i) the maximum number of Conversion Shares issued and issuable pursuant to the Notes to be issued in such Closing based on the initial Conversion Price (as defined in the Notes) of $2.50 Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and without taking into account any limitations on hereof) to effect the issuance thereof pursuant to the terms sale of the Notes) Common Shares hereunder and the exercise of all of the Warrants then outstanding (such number of shares, the “Initial Conversion PriceRequired Reserve Amount”) plus (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants to be issued in such Closing, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). As of the date hereofFebruary 23, 2015, there are 195,918,607 97,657,027 shares of Common Stock authorized and unissued. Neither the offering nor sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of which 10,730,226 are reserved for issuance upon full exercise any shares of all outstanding options and warrants and upon conversion of all convertible promissory notesCommon Stock. Upon conversion of the Notes in accordance with the Notes or exercise of the Warrants in accordance with the Warrants, as terms thereof the case 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 Except as set forth in Section 2 of this Agreementthe Registration Statement and the Prospectus, the offer and issuance there are no securities or instruments issued by the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities is exempt from registration under the 1933 ActSecurities.