Common use of Issuance of the Securities Clause in Contracts

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the a sufficient number of shares of Common Stock issuable upon Warrant Shares to enable it to comply with its exercise obligations under the Warrants. The issuance by the Company of the Warrants (without taking into account any limitations on Securities has been registered under the exercise 1933 Act and all of the Securities are freely transferable and tradable by the Buyer without restriction. The Purchased Shares and Warrants set forth are being issued pursuant to the Registration Statement and the issuance of the Purchased Shares, the Warrants and the Warrant Shares has been registered by the Company 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 and sale of the Securities hereunder and under the Warrants). The Company shall, so long as any Upon receipt of the Warrants are outstandingSecurities, take all action necessary the Buyer will have good and marketable title to reserve such Securities and keep available out of its authorized and unissued capital stockthe Purchased Shares and, solely for the purpose of effecting the upon exercise of the Warrants, 100% of the number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations Warrant Shares will be freely tradable on the exercise of the Warrants set forth in the Warrants)Principal Market.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all LiensLiens imposed by action or inaction of the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 such outstanding Warrants, 100% of the number of shares of Common Stock issuable upon exercise of the such outstanding Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Purchased Shares and Warrants are duly authorized and, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free from all taxes, Liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Lienstaxes, other than restrictions on transfer provided for in Liens and charges with respect to the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersissue thereof. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of pursuant to the Warrants (without taking into account any limitations on in order to issue the exercise full number of Warrant Shares as are or may become issuable in accordance with the Warrants set forth in the Warrants). The Company shall, 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 terms of the Warrants, 100% . The issuance by the Company of the number of shares of Common Stock issuable upon exercise Securities has been registered under the 1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Warrants (Securities are freely transferable and tradable by the Buyers without taking into account any limitations on restriction. The Registration Statement is effective and available for the exercise issuance of the Warrants set forth Purchased Shares 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 Warrants)Registration Statement permits the issuance and sale of the Securities hereunder. Upon receipt of the Purchased Shares and Warrant Shares, the Buyers will have good and marketable title to such Purchased Shares and Warrant Shares.

Issuance of the Securities. The Shares Securities have been duly authorized andauthorized. The Initial Notes, the Initial Warrants and the Additional Investment Rights have been, and the Additional Notes and Additional Investment Right Warrants issuable upon exercise of the Additional Investment Rights, when issued and paid for in accordance with the terms of the Transaction DocumentsAdditional Investment Rights, and the Underlying Shares or other securities issuable upon conversion of the Notes and upon exercise of the Warrants, when so issued in accordance with the terms of the Notes or the Warrants, as the case may be, will be duly and be, validly issued. The Initial Notes, the Initial Warrants and Additional Investment Rights are, and the Additional Notes, Additional Investment Right Warrants, Underlying Shares or other securities issuable upon conversion of the Notes, Warrants or Additional Investment Rights, when so issued in accordance with the terms of the Notes, Warrants or Additional Investment Rights, as the case may be, will be, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Initial Notes, the Initial Warrants and the Additional Investment Rights have been duly authorized andbeen, the Additional Notes and the Additional Investment Right Warrants shall be, and the Underlying Shares or other securities issuable upon conversion of the Notes and upon exercise of the Warrants, when so issued and paid for in accordance with the terms of the Transaction DocumentsNotes or the Warrants, as the case may be, will be duly and validly issuedbe, free and clear of all Liens, other than restrictions on transfer provided for issued in the Transaction Documents or imposed by compliance with applicable securities laws, rules and shall not be subject to preemptive or similar rights of stockholdersregulations. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable to be issued to the applicable Purchasers upon conversion or exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shallNotes, 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 Additional Investment Rights or issuable pursuant to the 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)other Transaction Documents.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Conversion Shares issuable upon conversion of the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares shares of Preferred Stock have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liensliens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Conversion Shares issuable upon conversion of the Preferred Stock have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all liens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liensliens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock (without taking into account any limitations on the conversion of the Preferred Stock set forth in the Certificate of Designation). As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Warrants, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company pursuant to the Securities Act. The Company shall, so long as any has prepared and filed with the Commission in accordance with the provisions of the Warrants are outstandingSecurities Act the Registration Statement. The Registration Statement was automatically effective upon filing with the Commission on August 19, take all action necessary 2009. The Registration Statement is effective pursuant to reserve the Securities Act and keep available out of its authorized and unissued capital stock, solely for the purpose issuance of effecting the Securities thereunder and the Company has not received any written notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Registration Statement permits the issuance of the Securities hereunder. Upon receipt of the Preferred Stock and the Warrants and, upon respective conversion of the Preferred Stock and exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and Warrant Shares will be immediately freely tradable on each Trading Market. 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 number of shares of Common Stock issuable upon exercise Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Warrants (without taking into account Securities Act and did not and will not contain any limitations on untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the exercise statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at 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 Warrants Securities Act and did not and will not contain an 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 a registration statement on Form S-3 (“Form S-3”) pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of the Effective Date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the WarrantsSecurities 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) of the Securities Act) relating to any of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities 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 Purchaser 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, the Purchasers, 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 Securities has been registered with the Commission on Form S-3 pursuant to the Securities Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Securities are being offered pursuant to Rule 415 of the Securities Act.

Issuance of the Securities. The Ordinary Shares underlying the Offered ADSs which may be issued and sold by the Company to the several Underwriters hereunder have been duly authorized and, when issued issued, delivered and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued and fully paid and non-assessable and, except as waived with respect to the Transaction Documentsoffering of the Securities hereby, the issuance of such Ordinary Shares is not subject to any preemptive or similar rights. The Ordinary Shares underlying the Warrant ADSs when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable and non-assessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to from any preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal securities law. The Ordinary Shares underlying the Warrant ADSs have been reserved for issuance. The Deposit Agreement was duly authorized, executed and state securities laws. As delivered by the Company and, assuming due authorization, execution and delivery by the Depositary, constitutes a valid and legally binding agreement of the Closing DateCompany, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and upon the deposit of Ordinary Shares in respect of the Offered ADSs and the Warrant ADSs in accordance with the provisions of the Deposit Agreement, the Company shall have reserved from its duly authorized capital stock Offered ADSs and Warrant ADSs, when issued, will be validly issued and fully paid, and upon issuance by the number of shares of Common Stock issuable upon exercise Depositary of the Warrants (without taking into account any limitations on ADSs and ADRs evidencing the exercise of ADSs, such ADRs will be duly and validly issued and the Warrants persons in whose names the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement. The Securities, when issued, will conform in all material respects to the descriptions thereof set forth in the Warrants). The Company shallRegistration Statement, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Pricing Disclosure Package and in the Prospectus.

Issuance of the Securities. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Warrant Shares, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise pursuant to this Agreement and the Warrants. The holder of the Warrants (without taking into account Securities will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any limitations on the exercise holders of any security of the Warrants set forth in Company or similar contractual rights granted by the Warrants)Company. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Company shall, so long as any has prepared and filed the Registration Statement in conformity with the requirements of the Warrants Securities Act, which became effective on November 16, 2010 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are outstandingthreatened by the Commission. The Company, take if required by the rules and regulations of the Commission, proposes to file the Prospectus with the Commission pursuant to Rule 424(b). 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 action material respects to the requirements of the Securities 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 reserve make the statements therein not misleading; and keep available out of its authorized the Prospectus and unissued capital stockany amendments or supplements thereto, solely for at time the purpose of effecting Prospectus or any amendment or supplement thereto was issued and at the exercise Closing Date, conformed and will conform in all material respects to the requirements of the WarrantsSecurities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, 100% in light of the 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)circumstances under which they were made, not misleading.

Issuance of the Securities. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company, other than any restrictions on transfer provided for in the Transaction Documents or Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersthe Company. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock Common Stock 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)pursuant to this Agreement. The Company shall, so long as any has prepared and filed the Registration Statement in conformity with the requirements of the Warrants Securities Act, which became effective on October 21, 2008, including the Prospectus, and such amendments and supplements thereto as may have been required as of the date of this Agreement. The Registration Statement is effective under the Securities Act, and to the knowledge of the Company, no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are outstandingthreatened by the Commission. The Company, take if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rules 424(b) or 433 under the Securities Act. 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 action material respects to the requirements of the Securities 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 reserve make the statements therein not misleading; and keep available out the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued as of its authorized their respective dates and unissued capital stockthe Closing Date, solely for conformed in all material respects to the purpose of effecting the exercise requirements of the WarrantsSecurities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, 100% in light of the 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)circumstances under which they were made, not misleading.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 such outstanding Warrants, 100% of the number of shares of Common Stock issuable upon exercise of the such outstanding Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company pursuant to the Securities Act. The Company shall, so long as any has prepared and filed with the Commission in accordance with the provisions of the Warrants are outstanding, take all action necessary Securities Act the Registration Statement. The Registration Statement is effective pursuant to reserve the Securities Act and keep available out of its authorized and unissued capital stock, solely for the purpose issuance of effecting the Securities thereunder and the Company has not received any written notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Registration Statement permits the issuance of the Securities hereunder. Upon receipt of the Preferred Stock and the Warrants and upon respective conversion of the Preferred Stock and exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and the Warrant Shares will be immediately freely tradable on each Trading Market. 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 number of shares of Common Stock issuable upon exercise Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Warrants (without taking into account Securities Act and did not and will not contain any limitations 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 Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and on the exercise Closing Date, complied and will comply in all material respects with the requirements of the Warrants Securities Act and did not and will not contain an 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 a registration statement on Form S-3 (“Form S-3”) pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the WarrantsSecurities 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) of the Securities Act) relating to any of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities 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 Purchaser 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, the Purchasers, in each case, other than the Registration Statement, the Prospectus, the Prospectus Supplement or any amendment or supplement thereto required pursuant to applicable law or Section 4 and the Transaction Documents. In accordance with Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc.’s Manual, the offering of the Securities has been registered with the Commission on Form S-3 pursuant to the Securities Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Securities are being offered pursuant to Rule 415 of the Securities Act.

Issuance of the Securities. The Ordinary Shares underlying the Offered ADSs which may be issued and sold by the Company to the Underwriter hereunder have been duly authorized and, when issued issued, delivered and paid for by the Underwriter in accordance with the terms of this Agreement, will be validly issued and fully paid and non-assessable and, the Transaction Documentsissuance of such Ordinary Shares is not subject to any preemptive or similar rights. The Ordinary Shares underlying the Warrant ADSs when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable and non-assessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to from any preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal securities law. The Ordinary Shares underlying the Warrant ADSs have been reserved for issuance. The Deposit Agreement was duly authorized, executed and state securities laws. As delivered by the Company and, assuming due authorization, execution and delivery by the Depositary, constitutes a valid and legally binding agreement of the Closing DateCompany, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and upon the deposit of Ordinary Shares in respect of the Offered ADSs and the Warrant ADSs in accordance with the provisions of the Deposit Agreement, the Company shall have reserved from its duly authorized capital stock Offered ADSs and Warrant ADSs, when issued, will be validly issued and fully paid, and upon issuance by the number of shares of Common Stock issuable upon exercise Depositary of the Warrants (without taking into account any limitations on ADSs and ADRs evidencing the exercise of ADSs, such ADRs will be duly and validly issued and the Warrants persons in whose names the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement; and the Deposit Agreement. The Securities, when issued, will conform in all material respects to the descriptions thereof set forth in the Warrants). The Company shallRegistration Statement, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Pricing Disclosure Package and in the Prospectus.

Issuance of the Securities. The Shares and the Warrant Shares which may be issued and sold by the Company to the several Underwriters hereunder have been duly authorized and, when issued issued, delivered and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued and fully paid and non-assessable and, except as waived with respect to the Transaction Documentsoffering of the Securities hereby, the issuance of such Shares is not subject to any preemptive or similar rights. The Representative’s Warrant Shares and the Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants, the Pre-Funded Warrants or the Representative’s Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable and non-assessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to from any preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with Canadian Securities Laws and all applicable federal securities law. The Warrant Shares and state securities lawsRepresentative’s Warrant Shares have been reserved for issuance. As of The Securities and the Closing DateRepresentative’s Warrants, when issued, will conform in all material respects to the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants descriptions thereof set forth in the Warrants). The Company shallRegistration Statement, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Pricing Disclosure Package and in the Prospectus.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly authorized and validly issued, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly authorized and validly issued, fully paid and nonassessable, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Warrant Shares, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise conversion of the Warrants (without taking into account any limitations on Preferred Stock. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company under the Securities Act. The Company shall, so long as any Registration Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission 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 receipt of the Preferred Stock and the Warrants are outstandingand, take all action necessary to reserve upon respective conversion of the Preferred Stock 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 upon exercise of Underlying Shares and the Warrants (without taking into account any limitations Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and Warrant Shares will be freely tradable on the exercise of the Warrants set forth in the Warrants)Trading Market.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been and Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens other than restrictions on transfer provided for in the Transaction Documents or imposed Documents. The Warrant Shares, when duly issued and when issuance of such is authorized by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy stockholders of the representations and warranties of the Purchasers in this AgreementCompany, the Shares and the Warrant Shares will be duly authorized and, when issued and paid for in compliance accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens other than restrictions on transfer provided for in the Transaction Documents. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Warrant Shares at least equal to the Required Minimum on the date hereof. Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(h), which Schedule 3.1(h) shall also include the number of shares of Common Stock issuable upon exercise owned beneficially, and of record, by Affiliates of the Warrants (without taking into account any limitations on the exercise Company as of the Warrants set forth date hereof. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(h): (i) none of the Company's capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries which are convertible into or exchangeable for any shares of capital stock of the Company; (iv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions and other agreements consistent with past practices), and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vi) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (vii) there are no financing statements securing obligations in any material amounts, either singly or in the Warrantsaggregate, filed in connection with the Company or any of its Subsidiaries; (viii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement); and (ix) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Reports but not so disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company shallhas made available to the Purchasers true, so long as any correct and complete copies of the Warrants are outstandingCompany's Certificate of Incorporation, take as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's Bylaws, as amended and as in effect on the date hereof (the "Bylaws"), and the terms of all action necessary to reserve and keep available out of its authorized and unissued capital stocksecurities convertible into, solely for the purpose of effecting the exercise of the Warrantsor exercisable or exchangeable for, 100% of the number of shares of Common Stock issuable upon exercise and the material rights of the Warrants (without taking into account holders thereof in respect thereto. No Person has any limitations on right of first refusal, preemptive right, right of participation, or any similar right to participate in the exercise transactions contemplated by the Transaction Documents. The issuance and sale of the Warrants set forth Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the Warrants)exercise, conversion, exchange or reset price under any of such securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of shareholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, so long as any of the Warrants are outstanding, take all action reasonably 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 Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares Notes have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly legal, valid and validly issued, fully paid and nonassessable and binding obligations of the Company free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 of the Purchasers in this Agreement, the Shares accuracy of the information disclosed in the Investor Questionnaires provided by the Purchasers and the Warrant Shares accuracy of the information provided by the Placement Agents in their respective engagement agreements, the Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The From and after the Amendment Effective Date, (i) the Conversion Shares will have been duly and validly authorized and, when issued and paid for in accordance with upon the terms due conversion of the Transaction DocumentsNotes, will be duly and validly issued, fully paid and nonassessable nonassessable, and shall be free and clear of all Liens, encumbrances and restrictions (other than those created by the Purchasers), except for restrictions on transfer provided for set forth in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants (ii) the Interest Shares will have been duly and validly authorized and, when issued and paid for in accordance with the terms of the Transaction DocumentsNotes, will be duly and validly issued, fully paid and nonassessable, and shall be free and clear of all Liens, encumbrances and restrictions (other than those created by the Purchasers), except for restrictions on transfer provided for set forth in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly and validly authorized. From and after the Amendment Effective date, the Warrant Shares will have been duly and validly authorized and, when issued and paid for in accordance with upon the terms due exercise of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, non-assessable free and clear of all Liensencumbrances and restrictions, other than except for restrictions on transfer provided for set forth in the Transaction Documents or imposed by applicable securities lawslaws and except for those created by the Purchasers. From and after the Amendment Effective date, the Company will have reserved a sufficient number of shares of Common Stock for issuance upon the conversion of the Notes, the payment of interest on the Notes and shall not be subject to preemptive upon exercise of the Warrants, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or similar rights of stockholdersimposed by applicable securities laws and except for those created by the Purchasers. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Amendment Effective Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Notes, payment of the Interest Shares and exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, from the Amendment Effective Date forward, so long as any of the Notes and/or 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 conversion of the Notes and exercise of the Warrants, 100% of the number of shares of Common Stock issuable upon such conversion and/or exercise of the Warrants (without taking into account any limitations on the conversion of the Notes and/or exercise of the Warrants as set forth in the Warrantstherein).

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Warrant Shares, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants Warrants. The Securities (without taking into account any limitations on other than the exercise Warrant Shares) are being issued pursuant to the Registration Statement and the issuance of the Warrants set forth in Securities (other than the Warrants)Warrant Shares) has been registered by the Company under the Securities Act. The Company shall, so long as any Registration Statement is effective and available for the issuance of the Securities (other than the Warrant Shares) thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission 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 receipt of the Preferred Stock and the Warrants are outstandingand, take all action necessary to reserve upon respective conversion of the Preferred Stock 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 upon exercise of Underlying Shares and the Warrants Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and Warrant Shares (without taking into account any limitations subject to subsequent registration under the Securities Act) will be freely tradable on the exercise of the Warrants set forth in the Warrants)Trading Market.

Issuance of the Securities. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Warrant Shares, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise pursuant to this Agreement and the Warrants. The holder of the Warrants (without taking into account Securities will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any limitations on the exercise holders of any security of the Warrants Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on January 8, 2014 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the WarrantsSecurities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company shallhas advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement to the Registration Statement, so long as any the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Warrants are outstandingProspectus or the Prospectus Supplement, take all action necessary as the case may be; and any reference in this Agreement to reserve the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and keep available out include the filing of its authorized and unissued capital stockany document under the Exchange Act after the date of this Agreement, solely for or the purpose of effecting the exercise issue date of the WarrantsProspectus or the Prospectus Supplement, 100% of as the number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth forth” or “stated” in the Warrants).Registration Statement, the Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 125% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, 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, 100125% of the 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).

Issuance of the Securities. The Purchased Shares and Warrants are duly authorized and, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free from all taxes, Liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Lienstaxes, other than restrictions on transfer provided for in Liens and charges with respect to the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersissue thereof. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise pursuant to the Warrants in order to issue the full number of Warrant Shares as are or may become issuable in accordance with the terms of the Warrants (without taking into account any limitations on Warrants. The issuance by the exercise Company of the Warrants Purchased Shares has been registered under the 1933 Act and all of the Purchased Shares are freely transferable and tradable by the Buyers without restriction. The Purchased Shares are being issued pursuant to the Registration Statement and the issuance of the Purchased Shares has been registered by the Company under the 1933 Act. The Registration Statement is effective and available for the issuance of the Purchased Shares 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 Purchased Shares hereunder. Upon receipt of the Purchased Shares and making payment for them in accordance with the terms hereof, the Buyers will have good and marketable title to such Purchased Shares. Assuming the accuracy of each of the representations and warranties set forth in Section 3.2 hereof, the Warrants). The issuance by the Company shall, so long as any of the Warrants are outstanding, take all action necessary to reserve Warrant and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting Warrant Shares is exempt from registration under the exercise of the Warrants, 100% of the 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)1933 Act.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants Debentures have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Conversion Shares issuable upon exercise conversion of the Warrants Debentures have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Debentures will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock then issuable upon exercise conversion of the Warrants Debentures (without taking into account any limitations on the exercise conversion of the Warrants Debentures set forth in the WarrantsDebentures). The Company shall, so long as any of the Debentures, Existing Debentures and Existing 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 conversion of the Debentures and the Existing Debentures or the exercise of the Existing Warrants, 100% of the number of shares of Common Stock then issuable upon conversion of the Debentures and the Existing Debentures or the exercise of the Existing Warrants (without taking into account any limitations on the conversion of the Debentures or the Existing Debentures set forth in the Debentures or the Existing Debentures, as applicable, and without taking into account any limitations on the exercise of the Existing Warrants set forth in the Existing Warrants). The Company shall reserve from its duly authorized capital stock the number of shares of Common Stock issuable upon payment of interest in Interest Shares under the Debentures. When issued, such Interest Shares shall have been duly authorized and will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly authorized and validly issued, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly authorized and validly issued, fully paid and nonassessable, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Underlying Shares to be issued upon conversion of the Preferred Stock have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and as set forth in the Certificate of Designation, will be validly issued, free and clear of all liens, other than restrictions on transfer provided in the Transaction Documents or imposed by applicable securities laws and the rules and regulations of the Trading Market, and shall not be subject to preemptive or similar rights, and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Subject to Schedule 3.1(f), the Common Shares and Preferred Shares have been duly authorized and, and when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Subject to the Stockholder Approvals and Schedule 3.1(f), the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Subject to the Stockholder Approvals and Schedule 3.1(f), the Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Subject to the Warrants Stockholder Approvals and Schedule 3.1(f), the Underlying Preferred Shares issuable upon Conversion of the Preferred Stock have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Preferred Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, 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 Preferred Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Warrant Shares, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company under the Securities Act. The Company shall, so long as any Registration Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission 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 receipt of the Preferred Stock and the Warrants are outstandingand, take all action necessary to reserve upon respective conversion of the Preferred Stock and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and Warrant Shares (subject to subsequent registration under the Securities Act) will be freely tradable on the Trading Market. 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 number Securities Act and did not and will not contain any untrue statement of shares of Common Stock issuable upon exercise 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 Prospectus and any amendments or supplements thereto, at 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 Warrants (without taking into account any limitations on Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the exercise statements therein, in light of the Warrants set forth in the Warrants)circumstances under which they were made, not misleading.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of shareholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)...

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares shares of Common Stock and Series E-2 Preferred Stock issuable upon exercise conversion of the Warrants Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Preferred Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued in accordance with the terms of the Warrants, Transaction Documents and the Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Conversion Shares issuable upon conversion of the Shares, the Series E-2 Preferred Stock and the Preferred Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock (i) the maximum number of shares of Common Series E-2 Preferred Stock issuable upon conversion of the Shares, (ii) the maximum number of Conversion Shares issuable upon conversion of the Shares, (iii) the maximum number of shares of Series E-3 Preferred Stock issuable upon exercise of the Tranche A Warrants, (iv) the maximum number of shares of Series E-4 Preferred Stock issuable upon exercise of the Tranche B Warrants and (v) the maximum number of Conversion Shares issuable upon conversion of the shares of Series E-2 Preferred Stock and the Preferred Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation). The Company shall, so long as any of the Warrants Shares, the Warrants, the Series E-2 Preferred Stock, the Series E-3 Preferred Stock and the Series E-4 Preferred Stock 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 conversion of the Shares, the exercise of the Warrants, 100% Warrants and the conversion of the Series E-2 Preferred Stock and the Preferred Warrant Shares, the maximum number of shares of Common Stock issuable upon the exercise of the Warrants or conversion thereof (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation).

Issuance of the Securities. The Securities are, or, in the case of the Warrant Shares have been underlying the Series B Warrants, will be, duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Warrant Shares, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise pursuant to this Agreement and the Series A Warrants. The holder of the Warrants (without taking into account Securities will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any limitations on the exercise holders of any security of the Warrants Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance and sale of the Securities, other than the Warrant Shares underlying the Series B Warrants, has been duly and validly taken. The Company has filed with the Commission the Registration Statement under the Securities Act, which became effective on January 8, 2014 (the “Effective Date”), for the registration under the Securities Act of the Securities. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the WarrantsSecurities Act and complies with said Rule and the Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company shallhas advised the Representative of all further information (financial and other) with respect to the Company required to be set forth therein in the Registration Statement and Prospectus Supplement. Any reference in this Agreement to the Registration Statement, so long as any the Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, on or before the date of this Agreement, or the issue date of the Warrants are outstandingProspectus or the Prospectus Supplement, take all action necessary as the case may be; and any reference in this Agreement to reserve the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or the Prospectus Supplement shall be deemed to refer to and keep available out include the filing 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).document under the

Issuance of the Securities. The Shares Pre-Funded Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction DocumentsDocuments and the Pre-Funded Warrants, will be duly authorized and validly issued, fully paid and nonassessable, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized share capital stock the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (without taking into account any limitations on the exercise of the Pre-Funded Warrants set forth in the Pre-Funded Warrants). The Company shall, so long as any of the Pre-Funded Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued capital stockshare capital, solely for the purpose of effecting the exercise of the Pre-Funded Warrants, 100% of the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (without taking into account any limitations on the exercise of the Pre-Funded Warrants set forth in the Pre-Funded Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, so long as any of the Warrants are outstanding, take all action reasonably 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 Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Purchased Shares and Warrants are duly authorized and, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free from all taxes, liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Lienstaxes, other than restrictions on transfer provided for in liens and charges with respect to the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersissue thereof. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of pursuant to the Warrants (without taking into account any limitations on in order to issue the exercise full number of Warrant Shares as are or may become issuable in accordance with the Warrants set forth in the Warrants). The Company shall, 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 terms of the Warrants, 100% . The issuance by the Company of the number of shares of Common Stock issuable upon exercise Securities has been registered under the 1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Warrants (Securities are freely transferable and tradable by the Buyer without taking into account any limitations on restriction. The Registration Statement is effective and available for the exercise issuance of the Warrants set forth Purchased Shares 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 Warrants)Registration Statement permits the issuance and sale of the Securities hereunder. Upon receipt of the Purchased Shares and Warrant Shares, the Buyer will have good and marketable title to the Purchased Shares and Warrant Shares.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly authorized and validly issued, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly authorized and validly issued, fully paid and nonassessable, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Conversion Shares, when issued in accordance with the terms of the Amended Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable, and shall be free and clear of any encumbrances, preemptive rights of stockholdersor restrictions (other than as provided in this Agreement or any restrictions on transfer generally imposed under applicable securities laws). Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of (i) 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) and (ii) Common Stock issuable upon conversion of the Convertible Preferred Stock (without taking into account any limitations on the conversion of the Convertible Preferred Stock set forth in the Amended Certificate of Designation). The Company shall, so long as any of the Warrants or Convertible Preferred Stock 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 WarrantsWarrants and the conversion of the Convertible Preferred Stock, 100% of respectively, the 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) and issuable upon conversion of the Convertible Preferred Stock (without taking into account any limitations on the conversion of the Convertible Preferred Stock set forth in the Amended Certificate of Designation), respectively.

Issuance of the Securities. The Shares have issuance of the Preferred Stock has been duly authorized andand the Preferred Stock, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights, other than preemptive or similar rights provided for in the Transaction Documents. The Warrants have Subject to the receipt of the Stockholder Approval, the issuance of the Underlying Shares has been duly authorized andand the Underlying Shares, when issued and paid for in accordance with the terms of the Transaction DocumentsPreferred Stock Designation and the Non-Voting Articles of Amendment, will be duly authorized and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensrights, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersrights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Preferred Stock will be issued in compliance with all applicable federal and state securities laws. As There are sufficient authorized Underlying Shares for the issuance of the Closing Date, Underlying Shares into which the Company Preferred Shares shall have reserved from its duly authorized capital stock the 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)be convertible. The Company shallhas reserved, so long as and will continue to reserve, free of any preemptive or similar rights of shareholders of the Warrants are outstandingCompany, 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 a number of shares of Common Stock issuable upon exercise of unissued Underlying Shares sufficient to issue and deliver the Warrants (without taking Underlying Shares into account any limitations on which the exercise of the Warrants set forth in the Warrants)Preferred Shares shall be convertible.

Issuance of the Securities. The Shares have issuance of the Preferred Securities has been duly authorized andauthorized, and the Preferred Securities, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liensany Encumbrances, preemptive rights or restrictions (other than restrictions on transfer as provided for in the Transaction Documents or any restrictions on transfer generally imposed by under applicable securities laws) and will not result in a right of any holder of the Company’s securities to adjust the exercise, conversion, exchange or reset price under, and shall will not be subject to preemptive result in any other anti-dilution or similar rightsother adjustments (automatic or otherwise) under, any securities of the Company. The issuance of the Warrants have and Placement Agent Warrants has been duly authorized andauthorized, and the Warrants and Placement Agent Warrants, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly valid and validly issuedbinding obligations of the Company, free and clear of all Liensenforceable in accordance with their terms, other than restrictions on transfer provided for in the Transaction Documents or imposed except (i) as such enforceability may be limited by applicable securities lawsbankruptcy, examinership, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The issuance of the Conversion Shares has been duly authorized, and shall not be the Conversion Shares, subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise receipt of the Warrants have been duly authorized andRequisite Stockholder Approval, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Certificate of Designation, will be duly and authorized, validly issued, fully paid and nonassessablenon-assessable, and shall be free and clear of all Liensany Encumbrances, preemptive rights or restrictions (other than restrictions on transfer as provided for in the Transaction Documents or any restrictions on transfer generally imposed by under applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders). Assuming the accuracy The issuance of the representations Warrant Shares and warranties of the Purchasers in this AgreementPlacement Agent Warrant Shares has been duly authorized, the Shares and the Warrant Shares and Placement Agent Warrant Shares, subject to receipt of the Requisite Stockholder Approval, when issued in accordance with the terms of the Warrants or Placement Agent Warrant Shares, as the case may be, will be duly authorized, validly issued, fully paid and non-assessable, and shall be free and clear of any Encumbrances, preemptive rights or restrictions (other than as provided in the Transaction Documents or any restrictions on transfer generally imposed under applicable securities laws). The Company has reserved such number of shares of Common Stock sufficient to enable full conversion or exercise, as applicable, of all of the Preferred Securities, Warrants and Placement Agent Warrants to the extent allowable pursuant to the Company’s current corporate governing documentations, including its certificate of incorporation and bylaws and, upon receipt of the Requisite Stockholder Approval, the Company shall have reserved such number of shares of Common Stock sufficient to enable the full conversion of all of the Preferred Securities and the full exercise of all of the Warrants and Placement Agent Warrants. The Securities will be issued in compliance with all applicable federal and state securities laws. As Except as set forth on Section 3.1(e) of the Closing DateCompany Disclosure Schedules, the Company shall have reserved from its duly authorized capital stock the number there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock issuable upon exercise or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Warrants (without taking into account Company or any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, so long as any of the Warrants are outstanding, take all action necessary Subsidiary is or may become bound 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 issue additional shares of Common Stock issuable upon exercise or capital stock of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Subsidiary.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares shares of Common Stock and Series A-2 Preferred Stock issuable upon exercise conversion of the Warrants Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Preferred Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued in accordance with the terms of the Warrants, Transaction Documents and the Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Conversion Shares issuable upon conversion of the Shares, the Series A-2 Preferred Stock and the Preferred Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock (i) the maximum number of shares of Common Series A-2 Preferred Stock issuable upon conversion of the Shares, (ii) the maximum number of Conversion Shares issuable upon conversion of the Shares, (iii) the maximum number of shares of Series A-1 Preferred Stock or Series A-3 Preferred Stock issuable upon exercise of the Tranche A Warrants, (iv) the maximum number of shares of Series A‑3 Preferred Stock issuable upon exercise of the Tranche B Warrants, (v) the maximum number of shares of Series A-3 Preferred Stock issuable upon exercise of the Tranche C Warrants and (vi) the maximum number of Conversion Shares issuable upon conversion of the shares of Series A-2 Preferred Stock and the Preferred Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation). The Company shall, so long as any of the Warrants Shares, the Warrants, the Series A-2 Preferred Stock and the Preferred Warrant Shares 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 conversion of the Shares, the exercise of the Warrants, 100% Warrants and the conversion of the Series A-2 Preferred Stock and the Preferred Warrant Shares, the maximum number of shares of Common Stock issuable upon the exercise of the Warrants or conversion thereof (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The issuance of the Shares have been and the Warrants are duly authorized and, when issued and paid for upon issuance in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of from all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued taxes, liens, charges and paid for in accordance other encumbrances with respect to the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities lawsissue thereof. As of the Closing DateClosing, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrantstherein). The Company shall, so long as any issuance of the Warrants are outstandingWarrant Shares is duly authorized, take all action necessary to reserve and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the upon exercise of in accordance with the Warrants, 100% 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 issuance by the Company of the number of shares of Common Stock issuable upon exercise Securities has been registered under the 1933 Act, the Securities are being issued pursuant to the Registration Statement. The Registration Statement is effective and available for the issuance of the Warrants (without taking into account Securities thereunder and the Company has not received any limitations on notice that the exercise 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 Warrants set forth Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Warrants)Registration Statement permits the issuance and sale of the Securities 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, complied in all material respects with the requirements of the 1933 Act and the rules and regulations of the SEC promulgated thereunder and all other applicable laws and regulations.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares shares of Series F-2 Preferred Stock issuable upon exercise conversion of the Warrants Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Preferred Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued in accordance with the terms of the Warrants, Transaction Documents and the Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Conversion Shares issuable upon conversion of the Shares, the Series F-2 Preferred Stock and the Preferred Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock (i) the maximum number of shares of Common Series F-2 Preferred Stock issuable upon conversion of the Shares, (ii) the maximum number of Conversion Shares issuable upon conversion of the Shares, (iii) the maximum number of shares of Series F-3 Preferred Stock issuable upon exercise of the Tranche A Warrants, (iv) the maximum number of shares of Series F-4 Preferred Stock issuable upon exercise of the Tranche B Warrants and (v) the maximum number of Conversion Shares issuable upon conversion of the shares of Series F-2 Preferred Stock and the Preferred Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation). The Company shall, so long as any of the Warrants Shares, the Warrants, the Series F-2 Preferred Stock, the Series F-3 Preferred Stock and the Series F-4 Preferred Stock 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 conversion of the Shares, the exercise of the Warrants, 100% Warrants and the conversion of the Series F-2 Preferred Stock and the Preferred Warrant Shares, the maximum number of shares of Common Stock issuable upon the exercise of the Warrants or conversion thereof (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the outstanding Warrants (without taking into account any limitations on the exercise of the outstanding Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares Shares, the Warrants and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Series A Preferred Stock and Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents, or any applicable state and federal securities laws. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock, when issued in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents or imposed by any applicable securities laws, state and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of The shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on Warrants, when issued in accordance with the exercise terms of the Warrants set forth Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Warrants)Transaction Documents or any applicable state and federal securities laws. The Company shall, so long as any of has reserved from its duly authorized capital stock 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 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 and the conversion of the Series A Preferred Stock. The Company has not, and to the knowledge of the Company, no Affiliate of the Company has sold, offered for sale or solicited offers to buy or otherwise negotiated in respect of any security (as defined in Section 2 of the WarrantsSecurities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors, or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Pink OTC Markets, the OTC Bulletin Board, the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (each, a “Trading Market”).

Issuance of the Securities. The Shares have been duly authorized and, when issued Debentures and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Conversion Shares issuable upon exercise conversion of the Warrants Debentures have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Debentures will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock then issuable upon exercise conversion of the Warrants Debentures (without taking into account any limitations on the exercise conversion of the Warrants Debentures set forth in the WarrantsDebentures). The Company shall, so long as any of the Debentures or 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 conversion of the Debentures or exercise of the Warrants, 100% the number of shares of Common Stock then issuable upon conversion of the Debentures or exercise of the Warrants (without taking into account any limitations on the conversion of the Debentures or exercise of the Warrants set forth in the Debentures or the Warrants, respectively). Upon the receipt of the Stockholder Approval and the filing of an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation, the Company shall reserve from its duly authorized capital stock the number of shares of Common Stock issuable upon payment of interest in Interest Shares under the Debentures and upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). When issued, such Interest Shares and Warrant Shares shall have been duly authorized and will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders.

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company. The Underlying Shares are duly authorized and, other than restrictions on transfer provided for when issued in accordance with the terms of the Preferred Stock, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. Subject to the receipt of the Shareholder Approval and the effectiveness of the Amendment (as defined in the Transaction Documents Warrants) or imposed notification by applicable securities laws, and shall not be subject the Company pursuant to preemptive or similar rights of stockholders. Assuming the accuracy Section 6(e) of the representations Warrants and warranties the reservation of the Purchasers in this Agreementshares contemplated thereby, the Shares and the Warrant Shares will be duly authorized and, when issued in compliance accordance with all applicable federal and state securities laws. As the terms of the Closing DateWarrants following satisfaction of the foregoing, the Warrant Shares will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company shall (i) as of the Closing, will have reserved from its duly authorized capital stock the shares of Common Stock issuable upon conversion of the Preferred Stock, and (ii) following receipt of the Shareholder Approval or upon other availability (as provided in the Warrant) for reservation of a sufficient number of authorized shares of the Company after the date hereof, will reserve from its duly authorized capital stock the shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on Warrants. The Preferred Stock and the exercise Underlying Shares are being issued pursuant to an exemption from Section 5 of the Warrants Securities Act contained in Section 4(2) thereof and/or Regulation D thereunder and, assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the WarrantsSecurities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby). The Company shallhas prepared and filed with the Commission in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was automatically effective upon filing with the Commission on August 19, so long 2009. The Registration Statement is effective pursuant to the Securities Act and available for the resale of the Preferred Stock and the Underlying Shares thereunder and the Company has not received any written notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement, or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, either temporarily or permanently or intends or has threatened in writing to do so. Upon receipt of the Preferred Stock and the Underlying Shares upon conversion thereof, the Purchasers will have good and marketable title to such securities and, following the filing of the Prospectus Supplement pursuant to Section 4.14, the Preferred Stock and the Underlying Shares will be immediately freely tradable on each Trading Market (subject to Section 4.19 and assuming compliance by the Purchasers with Section 4.14 with respect the Selling Purchaser Information). 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 Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities 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 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, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an 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 a registration statement on Form S-3 (“Form S-3”) pursuant to the Securities Act for the resale of the Preferred Stock and the Underlying Shares, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company (i) has not distributed any offering material in connection with the offering and sale of any of the Warrants are outstandingSecurities, 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 (ii) until no Purchaser holds any of the WarrantsSecurities, 100% shall not distribute any offering material in connection with the offering and sale of any of the number of shares of Common Stock issuable upon exercise of Securities to, or by, the Warrants (without taking into account Purchasers, in each case, other than the Registration Statement, the Prospectus, the Prospectus Supplement or any limitations on amendment or supplement thereto required pursuant to applicable law or Section 4 and the exercise of Transaction Documents. The Company is a “well-known seasoned issuer” as defined in Rule 405 as promulgated under the Warrants set forth in the Warrants)Securities Act.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants issuable upon conversion of the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares shares of Series A-2 Preferred Stock issuable upon exercise conversion of the Warrants Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Preferred Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued in accordance with the terms of the Warrants, Transaction Documents and the Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Conversion Shares issuable upon conversion of the Shares, the Series A-2 Preferred Stock and the Preferred Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common (i) the maximum Series A-2 Preferred Stock issuable upon conversion of the Shares, (ii) the maximum number of Conversion Shares issuable upon conversion of the Shares, (iii) the maximum number of shares of Series A-3 Preferred Stock issuable upon exercise of the Tranche A Warrants, (iv) the maximum number of shares of Series A-4 Preferred Stock issuable upon exercise of the Tranche B Warrants, (v) the maximum number of shares of Series A-5 Preferred Stock issuable upon exercise of the Tranche C Warrants and (vi) the maximum number of Conversion Shares issuable upon conversion of the shares of Series A-2 Preferred Stock and the Preferred Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation). The Company shall, so long as any of the Warrants Shares, the Warrants, the Series A-2 Preferred Stock, the Series A-3 Preferred Stock, the Series A-4 Preferred Stock and the Series A-5 Preferred Stock 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 conversion of the Shares, the exercise of the Warrants, 100% Warrants and the conversion of the Series A-2 Preferred Stock and the Preferred Warrant Shares, the maximum number of shares of Common Stock issuable upon the exercise of the Warrants or conversion thereof (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Conversion Shares issuable upon conversion of the Shares and the Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise conversion of the Warrants (without taking into account any limitations on Shares and the exercise of the Warrants set forth in the Warrants). The Company shall, so long as any of the Shares and 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 conversion of the Shares and the exercise of the Warrants, 100% of the number of shares of Common Stock issuable upon conversion of the Shares and exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants shares of Series B-2 Preferred Stock issuable upon conversion of the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Conversion Shares issuable upon conversion of the Shares and the Series B-2 Preferred Stock have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common (i) the maximum number of Series B-2 Preferred Stock issuable upon exercise conversion of the Warrants Shares; (without ii) the maximum number of Conversion Shares issuable upon conversion of the Shares and (iii) the maximum number of Conversion Shares issuable upon conversion of the Series B-2 Preferred Stock(without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation). The Company shall, so long as any of the Warrants Shares and the Series B-2 Preferred Stock 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 conversion of the Warrants, 100% Shares and the conversion of the Series B-2 Preferred Stock, the maximum number of shares of Common Stock issuable upon exercise of the Warrants conversion thereof (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation).

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company pursuant to the Securities Act. The Company shall, so long as any has prepared and filed with the Commission in accordance with the provisions of the Warrants are outstandingSecurities Act the Registration Statement. The Registration Statement was automatically effective upon filing with the Commission on August 19, take all action necessary 2009. The Registration Statement is effective pursuant to reserve the Securities Act and keep available out of its authorized and unissued capital stock, solely for the purpose issuance of effecting the Securities thereunder and the Company has not received any written notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Registration Statement permits the issuance of the Securities hereunder. Upon receipt of the Preferred Stock and the Warrants and upon respective conversion of the Preferred Stock and exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and the Warrant Shares will be immediately freely tradable on each Trading Market. 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 number of shares of Common Stock issuable upon exercise Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Warrants (without taking into account Securities Act and did not and will not contain any limitations 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 Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and on the exercise Closing Date, complied and will comply in all material respects with the requirements of the Warrants Securities Act and did not and will not contain an 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 a registration statement on Form S-3 (“Form S-3”) pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the WarrantsSecurities 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) of the Securities Act) relating to any of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities 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 Purchaser 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, the Purchasers, in each case, other than the Registration Statement, the Prospectus, the Prospectus Supplement or any amendment or supplement thereto required pursuant to applicable law or Section 4 and the Transaction Documents. In accordance with Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority Manual, the offering of the Securities has been registered with the Commission on Form S-3 pursuant to the Securities Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Securities are being offered pursuant to Rule 415 of the Securities Act.

Issuance of the Securities. The Shares and the issuance thereof have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants and the issuance thereof have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of shareholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy at all relevant times of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, Documents will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction DocumentsTransaction, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Purchased Shares and Warrants are duly authorized and, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free from all taxes, Liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Lienstaxes, other than restrictions on transfer provided for in Liens and charges with respect to the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersissue thereof. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise as of the Warrants (without taking into account any limitations on the exercise date of this Agreement pursuant to the Warrants set forth in order to issue the Warrants). The Company shall, so long full number of Warrant Shares as any of are or may become issuable in accordance with 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 terms of the Warrants, 100% . The issuance by the Company of the number of shares of Common Stock issuable upon exercise Securities has been registered under the 1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Warrants (Securities are freely transferable and tradable by the Buyers without taking into account any limitations on restriction. The Registration Statement is effective and available for the exercise issuance of the Warrants set forth Purchased Shares 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 Warrants)Registration Statement permits the issuance and sale of the Securities hereunder. Upon receipt of the Purchased Shares and Warrant Shares, the Buyers will have good and marketable title to such Purchased Shares and Warrant Shares.

Issuance of the Securities. The Shares have been Convertible Notes, the Series B Convertible Notes, the Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Convertible Notes and warranties the Preferred Stock, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Units are duly authorized and, when issued in compliance accordance with all applicable federal and state securities laws. As the terms of the Closing DateSeries B Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Convertible Note and the Preferred Stock and upon exercise of the Series A Warrants, including the Preferred Stock and the Series A Warrants (without taking into account any limitations on the issuable upon exercise of the Warrants set forth in the Series B Warrants). The Company shall, so long as any Securities are being issued pursuant to the Registration Statement and the issuance of the Warrants are outstanding, take all action necessary to reserve Securities has been registered by the Company under the Securities Act. The Registration Statement is effective and keep available out of its authorized and unissued capital stock, solely for the purpose issuance of effecting the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission 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 receipt of the Convertible Notes, the Preferred Stock and the Warrants and, upon respective conversion of the Convertible Notes, the Preferred Stock and exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and Warrant Shares will be freely tradable on the Trading Market. 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 number Securities Act and did not and will not contain any untrue statement of shares of Common Stock issuable upon exercise 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 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 Warrants (without taking into account Securities Act and did not and will not contain any limitations on untrue statement of a material fact or omit to state a material fact necessary in order to make the exercise statements therein, in light of the Warrants set forth in the Warrants)circumstances under which they were made, not misleading.

Issuance of the Securities. Registration. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersthe Company. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the The Warrant Shares and the Pre-Funded Warrant Shares Shares, when issued in accordance with the terms of the Warrants and the Pre-Funded Warrants, will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of pursuant to this Agreement, the Warrants (without taking into account any limitations on and the exercise of the Warrants set forth in the Pre-Funded Warrants). The Company shall, so long as any has prepared and filed the Registration Statement in conformity with the requirements of the Warrants Securities Act, which became effective on May__, 2024 (the “Effective Date”), including the Preliminary Prospectus, the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are outstandingthreatened by the Commission. The Company shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, take at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all action material respects to the requirements of the Securities 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 reserve make the statements therein not misleading; and keep available out of its authorized the Prospectus and unissued capital stockany amendments or supplements thereto at the time the Prospectus or any such amendment or supplement thereto was issued and at the Closing Date, solely for conformed and will conform in all material respects to the purpose of effecting the exercise requirements of the WarrantsSecurities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, 100% in the light of the 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)circumstances under which they were made, not misleading.

Issuance of the Securities. The Shares have been and the Warrants are duly authorized. The Company is authorized andto issue the number of Underlying Shares that are issuable upon exercise of the Warrants, when assuming that (i) the Warrants are immediately exercisable and (ii) the Market Price (as defined in the Warrant) is 50% of the Per Share Market Value (as defined in the Registration Rights Agreement) of the Common Stock on the Closing Date. When issued and paid for in accordance with the terms of hereof, the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and Securities shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, encumbrances and shall not be subject to preemptive or similar rights of stockholdersfirst refusal of any kind (collectively, "Liens"). Assuming The Company has duly reserved the accuracy Shares for issuance. The Company has on the date hereof and will, at all times while the Warrants are outstanding, maintain an adequate reserve of duly authorized Common Stock, to enable it to perform its exercise and other obligations under this Agreement and the Warrants. Such number of reserved and available shares of Common Stock for issuance upon exercise of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock Warrants is not less than the number of shares of Common Stock issuable upon exercise of Warrant, assuming the Warrants Market Price is 50% of the Per Share Market Value of the Common Stock at the Closing Date (without taking into account any limitations on such number of shares, the exercise "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Warrants set forth in the Warrants). The Company shall, so long as any of the Warrants are outstanding, take all action necessary on a pro rata basis by reference 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 acquired by each Purchaser hereunder. The shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on are referred to herein as the exercise of "Underlying Shares." The Shares, the Warrants set forth in and the Warrants)Underlying Shares are collectively referred to as, the "Securities."

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares Series B-3 Convertible Preferred Stock issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Warrants, Transaction Documents and the Warrants Certificate of Designation will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Conversion Shares issuable upon conversion of the Shares, the Series B-2 Convertible Preferred Stock and the Series B-3 Convertible Preferred Stock have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock (i) the maximum number of Conversion Shares issuable upon conversion of the Shares and (ii) the maximum number of Conversion Shares issuable upon conversion of the shares of Common Series B-2 Convertible Preferred Stock issuable upon exercise of and the Warrants Series B-3 Convertible Preferred Stock (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation). The Company shall, so long as any of the Shares, the Warrants the Series B-2 Convertible Preferred Stock and the Series B-3 Convertible Preferred Stock 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 conversion of the Shares, the exercise of the Warrants, 100% Warrants and the conversion of the Series B-2 Convertible Preferred Stock and the Series B-3 Convertible Preferred Stock, the maximum number of shares of Common Stock issuable upon the exercise of the Warrants or conversion thereof (without taking into account any limitations on the exercise of the Warrants set forth in the WarrantsCertificate of Designation).

Issuance of the Securities. The Shares to be issued at Closing have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Underlying Shares to be issued upon conversion of the Preferred Stock have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement and as set forth in the Certificate of Designation, will be validly issued, free and clear of all Liens, other than restrictions on transfer provided in the Transaction Documents or imposed by applicable securities laws and the rules and regulations of the Trading Market, and shall not be subject to preemptive or similar rights of stockholders, and the holders shall be entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares to be issued at Closing will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, so long as any of the Warrants are outstanding, take all action reasonably 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% all of the number of shares of Common Stock Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Preferred Shares have been and the Warrants, and the maximum number of Underlying Shares available for issuance pursuant to the Company’s Articles of Incorporation (provided that shares of Common Stock shall not be considered available for issuance if they are (i) issued and outstanding as of the Closing Date, (ii) issuable pursuant to the Preferred Stock Exchange Agreement, (iii) issuable upon exercise of the Noble Warrant, (iv) issuable upon the conversion of any Options or Convertible Securities outstanding as of the Closing Date and set forth on Schedule 3.1(g) (other than those that shall be deemed repaid as of the Closing pursuant to Section 4.9) or (v) reserved for issuance pursuant to any agreements, stock option plans, restricted stock agreements, incentive stock plans or employee benefit plans as in effect on the Closing Date and set forth on Schedule 3.1(g) (other than those that shall be deemed repaid as of the Closing pursuant to Section 4.9)) (the “Available Underlying Shares”), shall be duly authorized andas of the Closing and all Underlying Shares shall be duly authorized as of the Amendment Date. As of the Closing, the Preferred Shares and the Warrants shall be, and Underlying Shares when so issued and paid for in accordance with the terms of the applicable Transaction DocumentsDocuments will be, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The As of the Closing, the Preferred Shares and the Warrants have been duly authorized andbeen, and the Underlying Shares when so issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the applicable Transaction Documents or imposed by will be, issued in compliance with applicable securities laws, rules and shall not be subject to preemptive or similar rights of stockholdersregulations. The Warrant Shares issuable upon exercise issuance and sale of the Warrants have been duly authorized and, when issued and paid for in accordance Securities contemplated hereby does not conflict with the terms or violate any rules or regulations of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities lawsTrading Market. As of the Closing DateClosing, the Company shall have reserved from its duly authorized capital stock the Available Underlying Shares, and, as of the Amendment Date, shall have reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise to be issued as Underlying Shares. As of the Warrants (without taking into account any limitations on the exercise Closing, all of the Warrants set forth in Available Underlying Shares shall be eligible to vote (either by meeting or written consent) to approve the Warrants)Proposal. The Company shall, so long as any As of the Warrants are outstandingClosing, 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 aggregate maximum number of shares votes in respect of Common Stock issuable upon exercise of all securities (including, securities on an as-converted basis) that shall be eligible to approve the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Proposal is 50,000,000.

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company under the Securities Act. The Company shall, so long as any has prepared and filed with the Commission in accordance with the provisions of the Warrants are outstandingSecurities Act the Registration Statement. The Registration Statement was declared effective by order of the Commission on April 6, take all action necessary to reserve 2009. The Registration Statement is effective under the Securities Act and keep available out of its authorized and unissued capital stock, solely for the purpose issuance of effecting the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, 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 receipt of the Preferred Stock and the Warrants and, upon respective conversion of the Preferred Stock and exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and Warrant Shares will be immediately freely tradable on each Trading Market. 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 number of shares of Common Stock issuable upon exercise Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Warrants (without taking into account Securities Act and did not and will not contain any limitations on untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the exercise statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at 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 Warrants Securities Act and did not and will not contain an 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 Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the Commission 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 Securities Act. The Registration Statement, as of the Effective Date, meets the requirements set forth in Rule 415(a)(1)(x) under the WarrantsSecurities 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 Securities Act) relating to any of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities 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 Purchaser 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, the Purchasers, 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 Securities has been registered with the Commission on Form S-3 under the Securities Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Securities are being offered pursuant to Rule 415 promulgated under the Securities Act.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Preferred Stock are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementPreferred Stock, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise conversion of the Warrants Preferred 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. The Company has prepared and filed with the Commission in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Securities thereunder and the Company has not received any written notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (without taking into account i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any limitations order preventing or suspending the use of the Prospectus, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Registration Statement permits the issuance of the Securities hereunder. Upon receipt of the Preferred Stock and, upon conversion of the Preferred Stock, the Underlying Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares will be immediately freely tradable on each Trading Market. 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 Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities 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 Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and on the exercise Closing Date, complied and will comply in all material respects with the requirements of the Warrants Securities Act and did not and will not contain an 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 a registration statement on Form S-3 (“Form S-3”) pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the WarrantsSecurities 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) of the Securities Act) relating to any of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company shall, so long as (i) has not distributed any offering material in connection with the offering and sale of any of the Warrants are outstanding, take all action necessary to reserve Securities and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the exercise (ii) until no Purchaser holds any of the WarrantsSecurities, 100% shall not distribute any offering material in connection with the offering and sale of any of the number of shares of Common Stock issuable upon exercise Securities to, or by, the Purchasers, in each case, other than the Registration Statement, the Prospectus, the Prospectus Supplement or any amendment or supplement thereto required pursuant to applicable law or Section 4 and the Transaction Documents. In accordance with Rule 5110(b)(7)(C)(i) of the Warrants (without taking into account any limitations on Financial Industry Regulatory Authority, Inc.’s Manual, the exercise offering of the Warrants set forth Securities has been registered with the Commission on Form S-3 pursuant to the Securities Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Warrants)Securities are being offered pursuant to Rule 415 of the Securities Act.

Issuance of the Securities. The Purchased Shares and Warrants are duly authorized and, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free from all taxes, and free and clear of any and all liens, charges, encumbrances, security interests, rights of first refusal or other restrictions of any kind (“Liens”) with respect to the issue thereof. The Warrant Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction DocumentsWarrants , will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Lienstaxes, other than restrictions on transfer provided for in Liens and charges with respect to the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersissue thereof. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have ENZO has reserved from its duly authorized capital stock the maximum number of shares Warrant Shares issuable pursuant to the Warrants in order to issue the full number of Common Stock Warrant Shares as are or may become issuable upon exercise in accordance with the terms of the Warrants (without taking into account any limitations on Warrants. The issuance by the exercise Company of the Warrants set forth in Purchased Shares has been registered under the Warrants)1933 Act, the Purchased Shares are being issued pursuant to the Shelf Registration Statement and all of the Purchased Shares are freely transferable and tradable by the Buyers without restriction. The Company shall, so long as has not received any notice that the SEC has issued or intends to issue a stop-order with respect to the Shelf Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Warrants are outstandingShelf Registration Statement, take all action necessary either temporarily or permanently, or intends or has threatened in writing to reserve and keep available out do so. The “Plan of its authorized and unissued capital stock, solely for the purpose of effecting the exercise Distribution” section of the Warrants, 100% Shelf Registration Statement permits the issuance and sale of the number of shares of Common Stock issuable upon exercise Purchased Shares hereunder. Upon receipt of the Warrants (without taking into account any limitations on the exercise of Purchased Shares, the Warrants set forth in and Warrant Shares, the Warrants)Buyers will have good and marketable title to such Purchased Shares, Warrants and Warrant Shares.

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company pursuant to the Securities Act. The Company shall, so long as any has prepared and filed with the Commission in accordance with the provisions of the Warrants are outstanding, take all action necessary Securities Act the Registration Statement. The Registration Statement is effective pursuant to reserve the Securities Act and keep available out of its authorized and unissued capital stock, solely for the purpose issuance of effecting the Securities thereunder and the Company has not received any written notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Registration Statement permits the issuance of the Securities hereunder. Upon receipt of the Preferred Stock and the Warrants and upon respective conversion of the Preferred Stock and exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and the Warrant Shares will be immediately freely tradable on each Trading Market. 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 number of shares of Common Stock issuable upon exercise Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Warrants (without taking into account Securities Act and did not and will not contain any limitations 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 Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and on the exercise Closing Date, complied and will comply in all material respects with the requirements of the Warrants Securities Act and did not and will not contain an 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 a registration statement on Form S-3 (“Form S-3”) pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the WarrantsSecurities 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) of the Securities Act) relating to any of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities 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 Purchaser 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, the Purchasers, in each case, other than the Registration Statement, the Prospectus, the Prospectus Supplement or any amendment or supplement thereto required pursuant to applicable law or Section 4 and the Transaction Documents. In accordance with Rule 5110(b)(7)(C)(i) of the FINRA Manual, the offering of the Securities has been registered with the Commission on Form S-3 pursuant to the Securities Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Securities are being offered pursuant to Rule 415 of the Securities Act.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Notes are (or will be), subject to any shareholder approval required for the issuance of the Notes and the Conversion Shares have been by the Company under any applicable law or applicable stock exchange rule, duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly created, free and clear of all Liens (exclusive of any Liens granted or attaching on account of any action or inaction on the part of the relevant Investor).The Warrants are (or will be), subject to any shareholder approval required for the issuance of the Warrants and the Warrant Shares by the Company under any applicable law or applicable stock exchange rule, duly authorized. Subject to the last sentence of this Section 5.6 and to the obtaining of any applicable shareholder approval, upon the due conversion of the Notes in accordance with the terms thereof, the Conversion Shares will be validly issued, fully paid and nonassessable non-assessable and free and clear of all LiensLiens (exclusive of any Liens granted or attaching on account of any action or inaction on the part of the relevant Investor). Subject to the last sentence of this Section 5.6 and to the obtaining of any applicable shareholder approval, other than restrictions on transfer provided for in upon the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The due exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of thereof, the Transaction Documents, Warrant Shares will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens, other than restrictions Liens (exclusive of any Liens granted or attaching on transfer provided for in account of any action or inaction on the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy part of the representations and warranties relevant Investor). Subject to the last sentence of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing DateSection 5.6, the Company shall have has reserved (or will reserve) from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of pursuant to the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in Notes and the Warrants). .The Company shall, so long as any does not currently have a sufficient number of the Warrants are outstanding, take all action necessary to reserve and keep available out shares of its duly authorized and unissued capital stock, solely Common Stock approved for issuance under the ASX listing rules to provide for the purpose of effecting the exercise of the Warrants, 100% of the aggregate number of shares of Common Stock that are or may become issuable upon the conversion, exercise or exchange of securities (whether currently outstanding or contemplated to be issued in connection with the Offering) that are (or may become) convertible into, or exercisable or exchangeable for, shares of Common Stock. The Company has reserved 38,267,152 shares of Common Stock, which have been duly authorized and are currently available for issuance under the ASX listing rules, for issuance upon the conversion of the Notes or exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Subject to obtaining Shareholder Approval and filing of the Amendment, the Shares and the Adjustment Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of shareholders. The Subject to obtaining Shareholder Approval and filing of the Amendment, the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Subject to obtaining Shareholder Approval and filing of the Amendment, the Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and Securities and, if applicable, the Warrant Shares Adjustment Securities, will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 Warrantsthereof, 100% of the 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)thereof.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares shares of Common Stock issuable upon exercise conversion of the Warrants Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued in accordance with the terms of the Warrants, Transaction Documents will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock (i) the maximum number of shares of Common Stock issuable upon conversion of the Shares, (ii) the maximum number of shares of Common Stock issuable upon exercise of the Tranche A Warrants and (without taking into account any limitations on iii) the maximum number of shares of Common Stock issuable upon exercise of the Warrants set forth in the Tranche B Warrants). The Company shall, so long as any of the Shares and 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 conversion of the Shares and the exercise of the Warrants, 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)or conversion thereof.

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Purchasers in this AgreementCompany. Subject to the Shareholder Approval, the Shares and the Warrant Shares will be duly authorized and, when issued in compliance accordance with all applicable federal and state securities laws. As the terms of the Closing DateWarrants following receipt of the Shareholder Approval, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company shall have (i) has reserved from its duly authorized capital stock the number shares of Common Stock issuable upon conversion of the Preferred Stock, and (ii) following receipt of the Shareholder Approval, will reserve from its duly authorized capital stock the shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on Warrants. The Preferred Stock and the exercise Underlying Shares are being issued pursuant to the Registration Statement and the issuance of the Warrants Preferred Stock and the Underlying Shares have been registered by the Company pursuant to the Securities Act. The Company has prepared and filed with the Commission in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was automatically effective upon filing with the Commission on August 19, 2009. The Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Preferred Stock and the Underlying Shares thereunder and the Company has not received any written notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Registration Statement permits the issuance of the Preferred Stock and the Underlying Shares hereunder. Upon receipt of the Preferred Stock and the Underlying Shares upon conversion thereof, the Purchasers will have good and marketable title to such securities and the Preferred Stock and the Underlying Shares will be immediately freely tradable on each Trading Market. 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 Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities 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 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, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an 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 a registration statement on Form S-3 (“Form S-3”) pursuant to the Securities Act for the offering and sale of the Preferred Stock and the Underlying Shares contemplated by this Agreement, and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of the Effective Date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the WarrantsSecurities 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) of the Securities Act) relating to the Preferred Stock and the Underlying Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company shall, so long as (i) has not distributed any offering material in connection with the offering and sale of any of the Warrants are outstanding, take all action necessary to reserve Securities and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the exercise (ii) until no Purchaser holds any of the WarrantsSecurities, 100% shall not distribute any offering material in connection with the offering and sale of any of the number of shares of Common Stock issuable upon exercise Securities to, or by, the Purchasers, in each case, other than the Registration Statement, the Prospectus, the Prospectus Supplement and the Transaction Documents. In accordance with Rule 5110(b)(7)(C)(i) of the Warrants (without taking into account any limitations on Financial Industry Regulatory Authority Manual, the exercise offering of the Warrants set forth Preferred Stock and the Underlying Shares has been registered with the Commission on Form S-3 pursuant to the Securities Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Warrants)Preferred Stock and the Underlying Shares are being offered pursuant to Rule 415 of the Securities Act.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of shareholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been As to the First Closing, the Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. As to the Second Closing, subject to the receipt of Stockholder Approval, the Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents or As to the First Closing, the Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the a number of shares of Common Stock issuable upon exercise Ordinary Shares for issuance of the Warrants (without taking into account any limitations Underlying Shares at least equal to the Required Minimum on the exercise date hereof. As to the Second Closing, subject to the receipt of Stockholder Approval, the Underlying Shares, when issued in accordance with the terms of the Warrants set forth Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Warrants)Transaction Documents. The Company shall, so long as any has reserved from its duly authorized capital stock a number of Ordinary Shares for issuance of the Warrants are outstanding, take all action necessary Underlying Shares at least equal 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 upon exercise of the Warrants (without taking into account any limitations Required Minimum on the exercise of the Warrants set forth in the Warrants).date hereof

Issuance of the Securities. The Subject to the Stockholder Approvals and Schedule 3.1(f), the Shares have been duly authorized and, and when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Subject to the Stockholder Approvals, the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Subject to the Stockholder Approvals, the Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants and Prefunded Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. The Warrant Shares issuable upon exercise of the Warrants and the Prefunded Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants or Prefunded Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersshareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized share capital stock the number of shares of Common Stock Shares issuable upon exercise of the Warrants and the Prefunded Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants and of the Prefunded Warrants set forth in the Prefunded Warrants). The Company shall, so long as any of the Warrants or Prefunded Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued capital stockshare capital, solely for the purpose of effecting the exercise of the Warrants and the Prefunded Warrants, 100% of the number of shares of Common Stock Shares issuable upon exercise of the Warrants and the Prefunded Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants and of the Prefunded Warrants set forth in the Prefunded Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Convertible Notes and the B Convertible Notes are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Convertible Notes, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Company. The B Convertible Notes are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementOption, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The B Underlying Shares are duly authorized and, when issued in compliance accordance with all applicable federal and state securities laws. As the terms of the Closing DateB Convertible Notes, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise conversion of the Warrants Convertible Notes and the B Convertible Notes. The Securities are being issued pursuant to the Registration Statement and the issuance of the Securities has been registered by the Company under the Securities 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 Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission 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 receipt and conversion of the Convertible Notes, Enable will have good and marketable title to such Securities and the Underlying Shares will (without taking into account if any limitations Common Stock is then listed on the exercise Trading Market) be freely tradable on the Trading Market. Upon receipt and conversion of the Warrants set forth B Convertible Notes, Enable will have good and marketable title to such Securities and the B Underlying Shares will (if any Common Stock is then listed on the Trading Market) be freely tradable on the Trading Market. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, and, if applicable, at the Option Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the Warrants). The Company shall, so long as any requirements of the Warrants are outstanding, take all action Securities 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 reserve make the statements therein not misleading; and keep available out of its authorized the Prospectus and unissued capital stockany amendments or supplements thereto, solely for at the purpose of effecting time the exercise Prospectus or any amendment or supplement thereto was issued and at the Closing Date, and, if applicable, at the Option Closing Date, conformed and will conform in all material respects to the requirements of the WarrantsSecurities 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, 100% in light of the 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)circumstances under which they were made, not misleading.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Underlying Common Shares issuable upon conversion of the Shares have been duly authorized and reserved and, when issued, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Each of the Warrants have and the Amended Warrant has been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise or exchange of the Warrants and the shares of Common Stock issuable upon exercise or exchange of the Amended Warrant have been duly authorized and reserved and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As The Company shall, so long as the Warrants or the Amended Warrant is 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 or exchange of the Closing DateWarrants and the Amended Warrant, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise or exchange of the Warrants and the Amended Warrant (without taking into account any limitations on the exercise or exchange of the Warrants set forth in the WarrantsWarrants or the Amended Warrant). The Company shall, so long as any of the Warrants Shares 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 conversion of the WarrantsShares, 100% of the number of shares of Common Stock issuable upon exercise conversion of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Shares.

Issuance of the Securities. The Shares have Except as set forth on Section 3.1(f) of the Disclosure Schedule, the Preferred Stock has been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Underlying Shares issuable upon conversion of the Preferred Stock have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Purchased Shares and Warrants are duly authorized and, upon issuance in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free from all taxes, Liens and charges with respect to the issue thereof. The Warrant Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Lienstaxes, other than restrictions on transfer provided for in Liens and charges with respect to the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersissue thereof. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of pursuant to the Warrants (without taking into account any limitations on in order to issue the exercise full number of Warrant Shares as are or may become issuable in accordance with the Warrants set forth in the Warrants). The Company shall, 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 terms of the Warrants, 100% . The issuance by the Company of the number of shares of Common Stock issuable upon exercise Securities has been registered under the 1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Warrants (Securities are freely transferable and tradable by the Buyers without taking into account any limitations on restriction. The Registration Statement is effective and available for the exercise issuance of the Warrants set forth Purchased Shares 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 Warrants)Registration Statement permits the issuance and sale of the Securities hereunder. Upon receipt of the Purchased Shares and Warrant Shares, the Buyers will have good and marketable title to such Purchased Shares and Warrant Shares.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The Pre-Funded Warrants have been duly and validly authorized and, when executed and delivered by the Company, will constitute valid and legally binding agreements of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Common Warrants have been duly and validly authorized and, when executed and delivered by the Company, will constitute valid and legally binding agreements of the Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and reserved for issuance and, when issued and paid for delivered upon valid exercise of the Pre-Funded Warrants and the Common Warrants, as applicable, in accordance with the terms of the Transaction Documentstherewith, will be duly and validly issued, fully paid and nonassessable, and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)rights.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all LiensLiens imposed by action or inaction of the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this AgreementAgreement and the representations and warranties of the Placement Agent made to the Company in the Placement Agent’s engagement letter, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 such outstanding Warrants, 100% of the number of shares of Common Stock issuable upon exercise of the such outstanding Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liensany Encumbrances, preemptive rights or restrictions (other than as provided in this Agreement or any restrictions on transfer provided for in the Transaction Documents or generally imposed by under applicable securities laws). Subject to receipt of the Requisite Stockholder Approval, the Conversion Shares, when issued in accordance with the terms of the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable, and shall not be subject to free and clear of any Encumbrances, preemptive rights or similar rightsrestrictions (other than as provided in this Agreement or any restrictions on transfer generally imposed under applicable securities laws). The Warrants have been duly authorized andauthorized, and when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, and free and clear of all Liensany Encumbrances, preemptive rights or restrictions (other than as provided in this Agreement or any restrictions on transfer provided for in the Transaction Documents or generally imposed by under applicable securities laws, and shall not be subject ). Subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise receipt of the Warrants have been duly authorized andRequisite Stockholder Approval, the Warrant Shares, when issued and paid for in accordance with the terms of the Transaction Documents and form of Warrant attached hereto as Exhibit B (the Warrants “Form of Warrant”), will be duly and authorized, validly issued, fully paid and nonassessablenon-assessable, and shall be free and clear of all Liensany Encumbrances, preemptive rights or restrictions (other than as provided in this Agreement or any restrictions on transfer provided for in the Transaction Documents or generally imposed by under applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders). Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have reserved from its duly authorized capital stock the such number of shares of Common Stock issuable upon sufficient to enable the full conversion of all of the Shares into Conversion Shares and exercise of all of the Warrants (into Warrant Shares, subject to receiving the Requisite Stockholder Approval, without taking into account any limitations on the exercise of the Warrants set forth in the Warrants)Form of Warrant. The Company shall, 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 stockCapital Stock (as defined below), solely for the purpose of effecting the exercise of the Warrants, 100% of the 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 WarrantsForm of Warrant).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the outstanding Warrants (without taking into account any limitations on the exercise of the outstanding Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents or Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved other than restrictions on transfer provided for in the Transaction Documents. Prior to Shareholder Approval the Company will reserve from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise for the conversion of the Warrants (without taking into account any limitations Preferred Stock set forth on Schedule 3.1(f) attached hereto. After receipt of Shareholder Approval to increase the exercise authorized capital stock of the Warrants set forth in Company, the Warrants). The Company shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of will have reserved from its duly authorized and unissued capital stock, solely for the purpose of effecting the exercise of the Warrants, 100% of the stock a number of shares of Common Stock issuable upon exercise for issuance of the Warrants (without taking into account any limitations Underlying Shares at least equal to the Required Minimum on such date. The Company has prepared and filed the exercise Registration Statement in conformity with the requirements of the Warrants Securities Act, which became effective on July 8, 2021 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). 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 Securities 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 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 Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in the Warrants)General Instruction I.B.6 of Form S-3.

Issuance of the Securities. The Shares have been and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Warrant Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations and warranties of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company under the Securities Act. The Company shall, so long as any has prepared and filed with the Commission in accordance with the provisions of the Warrants are outstandingSecurities Act the Registration Statement. The Registration Statement was declared effective by order of the Commission on April 6, take all action necessary to reserve 2009. The Registration Statement is effective under the Securities Act and keep available out of its authorized and unissued capital stock, solely for the purpose issuance of effecting the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order or other order with respect to the Registration Statement or the Prospectus or that the Commission otherwise has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus, in either case, 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 receipt of the Shares and the Warrants and, upon exercise of the Warrants, 100% the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Shares and Warrant Shares will be immediately freely tradable on each Trading Market. 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 number of shares of Common Stock issuable upon exercise Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Warrants (without taking into account Securities Act and did not and will not contain any limitations on untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the exercise statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at 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 Warrants Securities Act and did not and will not contain an 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 Securities Act for the offering and sale of the Securities contemplated by this Agreement, and the Commission 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 Securities Act. The Registration Statement, as of the Effective Date, meets the requirements set forth in Rule 415(a)(1)(x) under the WarrantsSecurities 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 Securities Act) relating to any of the Securities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities 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 Purchaser 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, the Purchasers, 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 Securities has been registered with the Commission on Form S-3 under the Securities Act pursuant to the standards for Form S-3 in effect before October 21, 1992, and the Securities are being offered pursuant to Rule 415 promulgated under the Securities Act.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and reserved and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the 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). The Company shall, 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 upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than the restrictions on transfer provided for in the Transaction Documents. The Warrant Shares and the Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholdersDocuments. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the a number of shares of Common Stock issuable upon exercise for issuance of the Warrants (without taking into account any limitations Conversion Shares at least equal to the Required Minimum on the exercise of the Warrants set forth in the Warrants)date hereof. The Company shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of has reserved from its duly authorized and unissued capital stock, solely for the purpose of effecting the exercise of the Warrants, 100% of the stock a number of shares of Common Preferred Stock for the issuance of all of the Warrant Shares and the issuance of all shares of Preferred Stock issuable upon exercise as dividends under the Certificate of Designation assuming for purposes hereof that the Preferred Stock shall remain outstanding for three years. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Warrants Securities Act, which became effective on July 17, 2020 (without taking into account any limitations on the exercise “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Warrants Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). 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 Securities 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 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 Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements as set forth in the Warrants).General Instruction I.B.1 of Form S-3. 13

Issuance of the Securities. The Notes are (or will be), subject to any shareholder approval required for the issuance of the Notes and the Conversion Shares have been by the Company under any applicable law or applicable stock exchange rule, duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly created, free and clear of all Liens (exclusive of any Liens granted or attaching on account of any action or inaction on the part of the relevant Investor). The Warrants are (or will be), subject to any shareholder approval required for the issuance of the Warrants and the Warrant Shares by the Company under any applicable law or applicable stock exchange rule, duly authorized. Subject to the last sentence of this Section 5.6 and to the obtaining of any applicable shareholder approval, upon the due conversion of the Notes in accordance with the terms thereof, the Conversion Shares will be validly issued, fully paid and nonassessable non-assessable and free and clear of all LiensLiens (exclusive of any Liens granted or attaching on account of any action or inaction on the part of the relevant Investor). Subject to the last sentence of this Section 5.6 and to the obtaining of any applicable shareholder approval, other than restrictions on transfer provided for in upon the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The due exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of thereof, the Transaction Documents, Warrant Shares will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens, other than restrictions Liens (exclusive of any Liens granted or attaching on transfer provided for in account of any action or inaction on the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy part of the representations and warranties relevant Investor). Subject to the last sentence of the Purchasers in this Agreement, the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws. As of the Closing DateSection 5.6, the Company shall have has reserved (or will reserve) from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of pursuant to the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in Notes and the Warrants). The Company shall, so long as any does not currently have a sufficient number of the Warrants are outstanding, take all action necessary to reserve and keep available out shares of its duly authorized and unissued capital stock, solely Common Stock approved for issuance under the ASX listing rules to provide for the purpose of effecting the exercise of the Warrants, 100% of the aggregate number of shares of Common Stock that are or may become issuable upon the conversion, exercise or exchange of securities (whether currently outstanding or contemplated to be issued in connection with the Offering) that are (or may become) convertible into, or exercisable or exchangeable for, shares of Common Stock. The Company has reserved 38,267,152 shares of Common Stock, which have been duly authorized and are currently available for issuance under the ASX listing rules, for issuance upon the conversion of the Notes or exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).

Issuance of the Securities. The Shares have been Preferred Stock and the Warrants are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or Liens imposed by applicable securities lawsthe Company. The Underlying Shares are duly authorized and, and shall not be subject to preemptive or similar rights of stockholders. Assuming when issued in accordance with the accuracy terms of the representations Preferred Stock, will be validly issued, fully paid and warranties nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares are duly authorized and, when issued in accordance with the terms of the Purchasers in this AgreementWarrants, the Shares and the Warrant Shares will be issued in compliance with validly issued, fully paid and nonassessable, free and clear of all applicable federal and state securities lawsLiens imposed by the Company. As of the Closing Date, the The Company shall have has reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of the Warrants (without taking into account any limitations on Warrants. The Securities are being issued pursuant to the exercise Registration Statement and the issuance of the Warrants set forth in Securities has been registered by the Warrants)Company under the Securities Act. The Company shall, so long as any Registration Statement is effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission 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 receipt of the Preferred Stock and the Warrants are outstandingand, take all action necessary to reserve upon respective conversion of the Preferred Stock and keep available out of its authorized and unissued capital stock, solely for the purpose of effecting the exercise of the Warrants, 100% the Underlying Shares and the Warrant Shares, the Purchasers will have good and marketable title to such Securities and the Underlying Shares and Warrant Shares will be freely tradable on the Trading Market. 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 number Securities Act and did not and will not contain any untrue statement of shares of Common Stock issuable upon exercise 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 Prospectus and any amendments or supplements thereto, at 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 Warrants (without taking into account any limitations on Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the exercise statements therein, in light of the Warrants set forth in the Warrants)circumstances under which they were made, not misleading.

Issuance of the Securities. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents and the Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares and the Warrant Shares Securities will be issued in compliance with all applicable federal and state securities laws. As of the Closing Date, the Company shall have reserved from its duly authorized capital stock the number of shares of Common Stock issuable upon exercise of the Warrants Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). The Company shall, 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 upon exercise of the Warrants Warrant Shares (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants).