Exhibit
10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of May 4, 2015, is by and among Vringo, Inc., a Delaware corporation
with headquarters located at 780 Third Avenue, 12th Floor, New York, New York 10017 (the “Company”), and
each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,
the “Buyers”).


 


RECITALS


 


A.           The
Company and each Buyer desire to enter into this transaction to purchase the Notes (as defined below) set forth herein pursuant
to a currently effective shelf registration statement on Form S-3, which has sufficient availability for the issuance of securities
of the Company (Registration Number 333-182823) (the “Registration Statement”), which Registration Statement
has been declared effective in accordance with the Securities Act of 1933, as amended (the “1933 Act”), by the
United States Securities and Exchange Commission (the “SEC”).


 


B.           The
Company has authorized the issuance of senior secured convertible notes in the aggregate amount of $12,500,000, in the form attached
to the Supplemental Indenture (as defined below) (the “Notes”), which Notes shall be convertible into shares
of the Company’s common stock, $0.01 par value per share (the “Common Stock”) (as converted, collectively,
together with any shares of Common Stock issuable as interest or otherwise pursuant to such Notes, the “Conversion Shares”)
in accordance with, and issued pursuant to and by, the provisions of an Indenture dated as of the Closing Date (as defined below),
by and between the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”), in substantially
the form attached hereto as Exhibit A (as amended and/or supplemented from time to time, including, without limitation,
by the Supplemental Indenture dated as of the Closing Date, by and between the Company and the Trustee, in substantially the form
attached hereto as Exhibit B, the “Indenture”).


 


C.           Upon
the terms and subject to the conditions contained in this Agreement, each Buyer wishes to purchase, and the Company wishes to sell,
(i) the aggregate original principal amount of the Notes set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers, (ii) a warrant to initially acquire up to the aggregate number of shares of Common Stock set forth opposite such Buyer’s
name in column (4) on the Schedule of Buyers, in the form attached hereto as Exhibit C (the “Warrants”)
(as exercised, collectively, the “Warrant Shares”).


 


D.           The
Notes are entitled to interest, amortization payments and certain other amounts, which, at the option of the Company and subject
to certain conditions, may be paid in shares of Common Stock (the “Interest Shares”) or in cash.


 


E.           The
Notes, the Conversion Shares, the Interest Shares, the Warrants and the Warrant Shares are collectively referred to herein as the
“Securities.”


 




    	 



    	 



    

 


F.           The
proceeds of the Notes will immediately be lent by the Company to certain of the Company’s Subsidiaries (as defined below)
(each, a “Borrower Subsidiary”) pursuant to the terms of a Subsidiary Note and Security Agreement, in form and
substance acceptable to each Buyer (the “Subsidiary Notes”) which will be secured by a first priority perfected
security interest in certain of the U.S. assets of the Borrower Subsidiaries pursuant to the terms of the Subsidiary Notes.


 


G.           The
Notes will be secured by a first priority perfected security interest in certain of the assets of the Company, including, without
limitation, the Subsidiary Notes and the security interests securing the Subsidiary Notes, as evidenced by a security agreement
as the Buyers shall require in form and substance acceptable to each Buyer (the “Security Agreement” and together
with the other security documents and agreements entered into in connection with this Agreement and each of such other documents
and agreements, as each may be amended or modified from time to time, collectively, the “Security Documents”).


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


1.          PURCHASE
AND SALE OF NOTES AND WARRANTS.


 


(a)          Purchase
of Notes and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company
shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date
(as defined below), a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the
Schedule of Buyers, along with a Warrant to acquire up to the aggregate number of Warrant Shares as is set forth opposite such
Buyer’s name in column (4) on the Schedule of Buyers.


 


(b)          Closing.
The closing (the “Closing”) of the purchase of the Notes and the Warrants by the Buyers shall occur at the offices
of Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020. The date and time of the Closing (the “Closing
Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the
Closing set forth in Sections 6 and 7 below are satisfied or waived (or such later date as is mutually agreed to by the Company
and each Buyer). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by law to remain closed.


 


(c)          Purchase
Price. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer (the “Purchase Price”)
shall be the amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.


 


(d)          Payment
of Purchase Price; Delivery of Notes and Warrants. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price
to the Company for its respective Note and Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately
available funds in accordance with the Company’s written wire instructions (less, in the case of Iroquois (as defined below),
the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall deliver to each Buyer (A) a Note (in such amount
as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers) and (B) a Warrant pursuant to which such
Buyer shall have the right to acquire up to the aggregate number of Warrant Shares as is set forth opposite such Buyer’s
name in column (4) on the Schedule of Buyers, in each case, duly executed on behalf of the Company (and, in the case of the Notes,
duly authenticated by the Trustee) and registered in the name of such Buyer or its designee.


 




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2.          BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally and
not jointly, represents and warrants to the Company with respect to only itself that:


 


(a)          Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b)          Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and constitutes
the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.


 


(c)          No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the
transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such
Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and
state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the ability of such Buyer to perform its obligations hereunder.


 


(d)          Certain
Trading Activities. Such Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding
with such Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as
defined below) involving the Company’s securities) during the period commencing as of the time that such Buyer executed a
Term Sheet regarding the specific investment in the Company contemplated by this Agreement and ending immediately prior to the
execution of this Agreement by such Buyer. “Short Sales” means all “short sales” as defined in Rule
200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
(but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). Such Buyer is
aware that Short Sales and other hedging activities may be subject to applicable federal and state securities laws, rules and regulations
and such Buyer acknowledges that the responsibility of compliance with any such federal or state securities laws, rules and regulations
is solely the responsibility of such Buyer.


 




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(e)          Receipt
of Prospectus Supplement. Such Buyer acknowledges receipt of the Company’s Prospectus Supplement relating to the offering
of the Securities, which Prospectus Supplement is required to be delivered to such Buyer pursuant to Section 4(c) below. Such Buyer
acknowledges that it has had an opportunity to review the Prospectus Supplement prior to committing to purchase any of the Securities.


 


(f)          Independent
Negotiation of Transaction. Such Buyer understands that nothing in this Agreement, the Prospectus Supplement or any other materials
presented to such Buyer in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice
from the Company. Such Buyer is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with
respect to, investments in securities presenting an investment decision like that involved in the purchase of the Securities. Such
Buyer has independently negotiated and entered into this Agreement and the transactions contemplated hereby and has consulted such
legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary or appropriate
in connection with its purchase of the Securities.


 


(g)          FINRA.
Such Buyer represents that (i) it has had no position, office or other material relationship within the past three years with the
Company, and (ii) it is not a FINRA member or an Associated Person (as such term is defined under the NASD Membership and Registration
Rules Section 1011) of a FINRA member as of the Closing.


 


3.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to each of the Buyers that:


 


(a)          Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own
their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company
and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Material
Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including
results thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, (ii) the
transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company
or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined below).
Other than the Persons (as defined below) set forth in Exhibit 21 to its Annual Report on Form 10-K filed with the SEC on March
16, 2015, the Company has no Subsidiaries. A “Subsidiary” means any Person in which the Company, directly or
indirectly, owns any of the outstanding capital stock or holds any equity or similar interest of such Person.


 




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(b)          Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each
Borrower Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents
to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the
Borrower Subsidiaries, and the consummation by the Company and the Borrower Subsidiaries of the transactions contemplated hereby
and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion
Shares issuable upon conversion of the Notes and any Interest Shares issuable pursuant to the terms of the Notes, the issuance
of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have
been duly authorized by the Company’s board of directors and each of the Borrower Subsidiaries’ board of directors
or other governing body, as applicable, and (other than (i) the Stockholder Approval (as defined below), and (ii) the filing with
the SEC of a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b)
under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration
Statement (the “Prospectus”), and the Indenture and the Supplemental Indenture (and/or any amendment or supplement
thereto)) (collectively, the “Required Approvals”), no further filing, consent or authorization is required
by the Company, the Borrower Subsidiaries, their respective boards of directors or their stockholders or other governing body.
This Agreement has been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly
executed and delivered by the Company, and upon such execution and delivery will constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights
to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction
Documents to which each Borrower Subsidiary is a party will be duly executed and delivered by each such Borrower Subsidiary, and
upon such execution and delivery will constitute the legal, valid and binding obligations of each such Borrower Subsidiary, enforceable
against each such Borrower Subsidiary in accordance with their respective terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification
and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively,
this Agreement, the Notes, the Indenture, the Supplemental Indenture, the Warrants, the Subsidiary Notes, the Security Documents,
the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or
delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from
time to time.


 




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(c)          Issuance
of Securities. The issuance of the Notes and the Warrants is duly authorized, and upon issuance in accordance with the terms
of the Transaction Documents, 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 issuance thereof. The Company shall have reserved from its duly
authorized capital stock not less than 100% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion
of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes)
and without taking into account any limitations on the conversion of the Notes set forth therein), (ii) the maximum number of Interest
Shares issuable pursuant to the terms of the Notes, (determined without taking into account any limitations on the conversion of
the Notes set forth therein) and (iii) the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking
into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with
the Notes and the Indenture or exercise in accordance with the Warrants (as the case may be), the Conversion Shares, the Interest
Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all
preemptive or similar rights, taxes, liens, 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 Securities has been registered
under the 1933 Act, the Securities are being issued pursuant to the Registration Statement and all of the Securities are freely
transferable and freely tradable by each of the Buyers without restriction. 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 as
contemplated by the other Transaction Documents. Upon receipt of the Securities, each of the Buyers will have good and marketable
title to the Securities. The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus
Supplement, complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations
of the SEC promulgated thereunder and all other applicable laws and regulations. At the time the Registration Statement and any
amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2)
of the 1933 Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the
requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments
or supplements thereto (including, without limitation the Prospectus Supplement), at the time the Prospectus or any amendment or
supplement thereto was issued and at such Closing Date, complied, and will comply, in all material respects with the requirements
of the 1933 Act and did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company
meets all of the requirements for the use of Form S-3 under the 1933 Act for the offering and sale of the Securities contemplated
by this Agreement and the other Transaction Documents, and the SEC has not notified the Company of any objection to the use of
the form of the Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements
set forth in Rule 415(a)(1)(x) under the 1933 Act.


 


(d)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the Borrower Subsidiaries
and the consummation by the Company and the Borrower Subsidiaries of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Notes, the Warrants, the Conversion Shares and the Warrant Shares and the reservation for
issuance of the Conversion Shares, the Interest Shares and Warrant Shares) will not (i) result in a violation of the Certificate
of Incorporation (as defined below) or other organizational documents of the Company or any of the Borrower Subsidiaries, any capital
stock of the Company or any of the Borrower Subsidiaries or Bylaws (as defined below) of the Company or any of the Borrower Subsidiaries,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order,
judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and
regulations of the NASDAQ Capital Market (the “Principal Market”)) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause
(ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.


 




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(e)          Consents.
Neither the Company nor any Borrower Subsidiary is required to obtain any consent from, authorization or order of, or make any
filing or registration with (other than the Required Approvals, the filing with the SEC of the 8-K Filing (as defined below) and
any required notification to the Principal Market (which shall be completed prior to Closing)), any court, governmental agency
or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective
obligations under, or contemplated by, the Transaction Documents to which it is a party, in each case, in accordance with the terms
hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required
to obtain at or prior to the Closing have been obtained or effected on or prior to the Closing Date, and neither the Company nor
any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any Subsidiary from obtaining
or effecting any of the registration, application or filings contemplated by the Transaction Documents. Except as disclosed in
the SEC Documents, the Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts
or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.


 


(f)          Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an
“affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial
owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company
further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or
in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any
advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents
to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent
evaluation by the Company and its representatives.


 


(g)          Placement
Agent’s Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory
fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising
out of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries has engaged any placement agent or
other agent in connection with the offer or sale of the Securities.


 




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(h)          No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior
offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company (other than
the Stockholder Approval) under any applicable stockholder approval provisions, including, without limitation, under the rules
and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated
for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action
or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any
of the Securities to be integrated with other offerings of securities of the Company.


 


(i)          Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares, Interest Shares and Warrant Shares will
increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares upon conversion
of the Notes in accordance with this Agreement, the Indenture and the Notes, the Interest Shares in accordance with this Agreement,
the Indenture and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants,
is absolute and unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other
stockholders of the Company.


 


(j)          Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of
Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which
is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation,
the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of
directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement
relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its
Subsidiaries.


 




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(k)          SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all reports,
schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein
and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred
to as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true,
correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective
dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the
time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto,
or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements)
and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments
which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company
to any of the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state
any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which
they are or were made. The Company is not currently contemplating the amendment or restatement of any of the financial statements
(including without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included
in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances
which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials
Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent
accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for
the Company to amend or restate any of the Financial Statements.


 


(l)          Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,
except as disclosed in the SEC Documents filed subsequent to such Form 10-K, there has been no material adverse change and no material
adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial
or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited
financial statements contained in a Form 10-K, except as disclosed in the SEC Documents filed subsequent to such Form 10-K, neither
the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets outside of the ordinary course
of business or (iii) made any material capital expenditures, individually or in the aggregate. Neither the Company nor any of its
Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization,
receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any
of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would
reasonably lead a creditor to do so. The Company and its Subsidiaries, on a consolidated basis, are not, and after giving effect
to the transactions contemplated hereby to occur at the Closing will not be, Insolvent (as defined below). “Insolvent”
means, (I) with respect to the Company and its Subsidiaries, on a consolidated basis, (i) the present fair saleable value of the
Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’
total Indebtedness (as defined below), (ii) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company and its Subsidiaries intend
to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (II) with respect
to the Company and each Subsidiary, individually, (i) the present fair saleable value of the Company’s or such Subsidiary’s
(as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (ii) the Company or such
Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured or (iii) the Company or such Subsidiary (as the case may be) intends to
incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the
Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business
or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small
capital.


 




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(m)          No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred
or exists, or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective
businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise) that
(i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed
with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii)
could have a material adverse effect on any Buyer’s investment or (iii) could have a Material Adverse Effect.


 


(n)          Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default
under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of
preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation or
certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment,
decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither
the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for
possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the generality
of the foregoing, except as disclosed in the SEC Documents, the Company is not in violation of any of the rules, regulations or
requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting
or suspension of the Common Stock by the Principal Market in the foreseeable future. During the two years prior to the date hereof,
(i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has
not been suspended by the SEC or the Principal Market and (iii) except as disclosed in the SEC Documents, the Company has received
no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock
from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued
by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess
such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit.


 




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(o)          Foreign
Corrupt Practices. Neither the Company, any Subsidiary or any director, officer, agent, employee, nor any other person acting
for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S.
Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor
has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to
give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity
for any governmental entity to any political party or official thereof or to any candidate for political office (individually and
collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew
or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly
or indirectly, to any Governmental Official, for the purpose of:


 


(1) (A) influencing
any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit
to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official
to influence or affect any act or decision of any Governmental Entity, or


 


(2) assisting the
Company or its subsidiary in obtaining or retaining business for or with, or directing business to, the Company or its subsidiary.


 


(p)          Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002 that
are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that are effective
as of the date hereof.


 


(q)          Transactions
With Affiliates. Except as disclosed in the SEC Documents, none of the officers, directors, employees or affiliates of the
Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than
for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any such officer, director, employee or affiliate or, to the knowledge of the Company or any of its Subsidiaries, any
corporation, partnership, trust or other Person in which any such officer, director, employee or affiliate has a substantial interest
or is an employee, officer, director, trustee or partner.


 




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(a)          Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 150,000,000 shares of Common
Stock, of which, 93,591,042 are issued and outstanding and 27,281,523 shares are reserved for issuance pursuant to securities (other
than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000
shares of Series A Preferred Stock, of which no shares are issued or outstanding. No shares of Common Stock are held in treasury.
All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and
nonassessable. 6,797,074 shares of the Company’s issued and outstanding Common Stock on the date hereof are owned by Persons
who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers,
directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without
conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of
its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares
of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently
exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations
on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is
a 10% stockholder for purposes of federal securities laws). (i) None of the Company’s or any Subsidiary’s capital stock
is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company or
any Subsidiary; (ii) except as disclosed in the SEC Documents, 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 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 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 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 or by which the Company or any of its
Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in connection
with the Company or any of its Subsidiaries; (v) 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 1933 Act; (vi) there are no outstanding securities
or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, 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; (vii) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities; (viii) neither the Company nor any Subsidiary has any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither the Company
nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so
disclosed in the SEC Documents, 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 could not have a Material Adverse Effect. The Company
has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, 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 securities convertible into, or exercisable
or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto to the extent not
described in the SEC Documents.


 




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(b)          Indebtedness
and Other Contracts. Neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness (as defined below)
except as disclosed in the SEC Documents, (ii) except as disclosed in the SEC Documents is a party to any contract, agreement or
instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could
reasonably be expected to result in a Material Adverse Effect, (iii) is in violation of any term of, or in default under, any contract,
agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually
or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any
Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect. (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed
money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without
limitation, “capital leases” in accordance with generally accepted accounting principles) (other than trade payables
entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit,
surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including
obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created
or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect
to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations
under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied
for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any mortgage, claim, lien, pledge, tax, right of first refusal, encumbrance, charge, security interest or other encumbrance upon
or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such
assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in
respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring
such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will
be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will
be protected (in whole or in part) against loss with respect thereto; provided, however that the term “Contingent Obligation”
shall not include any liability or other obligation of the Company or any Subsidiary imposed by a court of competent jurisdiction
to post any bond, guarantee or other security to assure the payment of an adverse judgment, attorney’s fees or other costs
of suit in connection with any action, suit or proceeding instituted by the Company or a Subsidiary in the ordinary course operation
of the Company’s business of enforcing and licensing intellectual property rights; and (z) “Person” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(c)          Absence
of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before
or by the Principal Market, any court, government agency, self-regulatory organization or other body pending or, to the knowledge
of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s
or its Subsidiaries’ officers or directors which is outside of the ordinary course of business or individually or in the
aggregate material to the Company or any of its Subsidiaries. There has not been, and to the knowledge of the Company, there is
not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former
director or officer of the Company or any of its Subsidiaries that has not been previously resolved with no consequences to the
Company or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company under the 1933 Act or the 1934 Act.


 




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(d)          Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


 


(e)          Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the
Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company
or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. No executive
officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material
term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or
any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other
key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and
regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and
hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.


 


(f)          Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property, and have good and marketable
title to all personal property, owned by them which is material to the business of the Company and its Subsidiaries, in each case,
free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property
and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company or any of its Subsidiaries.


 




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(g)          Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses,
approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations
therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted
and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual Property Rights
have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three years from the date
of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual Property
Rights of others. Except as disclosed in the SEC Documents, there is no claim, action or proceeding being made or brought, or to
the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding
their Intellectual Property Rights. The Company is not aware of any facts or circumstances which might give rise to any of the
foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.


 


(h)          Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as defined below), (ii) have received
all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
and (iii) are in compliance with all terms and conditions of any such permit, license or approval except where, in each of the
foregoing clauses (i), (ii) and (iii), the failure to so comply has not had, and could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. “Environmental Laws” means all federal, state, local or foreign
laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges,
releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively,
“Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,
demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued,
entered, promulgated or approved thereunder.


 


(i)          Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable
law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.
The Company or another wholly-owned Subsidiary of the Company owns all of the outstanding capital stock or other equity interests
of each Subsidiary, free and clear of any Encumbrances (as defined below), other than those created by the Transaction Documents.


 


(j)          Tax
Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment
company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 




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(k)          Internal
Accounting and Disclosure Controls. The Company maintains internal control over financial reporting (as such term is defined
in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance
with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared
with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference.
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are
effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the
1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC,
including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including
its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions
regarding required disclosure. The Company has not received any notice or correspondence from any accountant or other Person relating
to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the
Company with respect to any fiscal year commencing on or after January 1, 2013.


 


(l)          Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings
and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(m)          Investment
Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”
an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company” as
such terms are defined in the Investment Company Act of 1940, as amended.


 




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(n)          Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure
of the transactions contemplated by the Transaction Documents in accordance with the terms thereof, none of the Buyers have been
asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries,
to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or
short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold
any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which
any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock which
was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii)
each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated
by the Transaction Documents pursuant to the 8-K Filing (as defined below) one or more Buyers may engage in hedging and/or trading
activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods
that the value and/or number of the Conversion Shares, Interest Shares or Warrant Shares deliverable with respect to the Securities
are being determined and such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’
equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company
acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other
Transaction Document or any of the documents executed in connection herewith or therewith.


 


(o)          Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their
behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of
the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities,
(ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities (other than the Placement
Agent), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of
the Company or any of its Subsidiaries.


 


(p)          U.S.
Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any
of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section
897 of the Internal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon any Buyer’s
request.


 


(q)          Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be
paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have
been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


(r)          Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as
amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any equity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any
of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that
is subject to the BHCA and to regulation by the Federal Reserve.


 


(s)          Shell
Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).


 




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(t)          Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


 


(u)          Federal
Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under
the Federal Power Act, as amended.


 


(v)         No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(w)          Real
Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, or other
interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned
by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all mortgages, defects, claims,
liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
“Encumbrances”) and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations,
or limitations of any nature except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject thereto.


 


(x)          Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in,
the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used
by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”).
The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which
they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient
for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior
to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Encumbrances
except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present
or anticipated use of the property subject thereto.


 


(y)          Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s
knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other
representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or
any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution
or gift of money, property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person
or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal
political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.


 


(z)          Money
Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act
of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the
laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including,
without limitation, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations
contained in 31 CFR, Subtitle B, Chapter V.


 




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(aa)         No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(bb)         Ranking
of the Notes. No Indebtedness of the Company, at the Closing, will be senior to, or pari passu with, the Notes in right
of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise. No
Subsidiary has any outstanding Indebtedness other than Indebtedness owed to the Company or a wholly-owned Subsidiary of the Company,
except Indebtedness created pursuant to the Transaction Documents.


 


(cc)         Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or
counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning
the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other
Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which
they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months
preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company
or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof)
or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before
the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees
that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 2.


 


4.          COVENANTS.


 


(a)          Best
Efforts. Each Buyer shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in
Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the conditions to be satisfied by
it as provided in Section 7 of this Agreement.


 


(b)          Amendments
to the Registration Statement; Prospectus Supplement; Free Writing Prospectuses.


 




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(i)          Except
as provided in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall
not file with the SEC any amendment to the Registration Statement that relates to the Buyer, this Agreement, the Indenture, the
Notes or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates to the Buyer,
this Agreement, the Indenture, the Notes or the transactions contemplated hereby or thereby with respect to which (a) the Buyer
shall not previously have been advised, (b) the Company shall not have given due consideration to any comments thereon received
from the Buyer or its counsel, or (c) the Buyer shall reasonably object after being so advised, unless the Company reasonably has
determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to comply with the
1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event later than 24 hours)
so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment upon any disclosure relating
to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition, for so long as,
in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the 1933 Act) is required to be delivered in connection with any acquisition or sale of Securities by the Buyer, the Company shall
not file any Prospectus Supplement with respect to the Securities without delivering or making available a copy of such Prospectus
Supplement, together with the Prospectus, to the Buyer promptly.


 


(ii)         The
Company has not made, and agrees that unless it obtains the prior written consent of the Buyer it will not make, an offer relating
to the Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under
the Securities Act (an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing
prospectus” as defined in Rule 405 promulgated under the Securities Act (a “Free Writing Prospectus”)
required to be filed by the Company or the Buyer with the SEC or retained by the Company or the Buyer under Rule 433 under the
1933 Act. The Buyer has not made, and agrees that unless it obtains the prior written consent of the Company it will not make,
an offer relating to the Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the
SEC or retained by the Company under Rule 433 under the 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing
Prospectus consented to by the Buyer or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.”
The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer
Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433
under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC,
legending and record keeping.


 




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(c)          Prospectus
Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable
after execution of this Agreement the Company shall file, the Prospectus Supplement with respect to the Securities to be issued
on the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company shall
provide the Buyer a reasonable opportunity to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus,
shall give due consideration to all such comments and, subject to the provisions of Section 4(b) hereof, shall deliver or make
available to the Buyer, without charge, an electronic copy of each form of Prospectus Supplement, together with the Prospectus,
and any Permitted Free Writing Prospectus on each date on which the Company issues Securities to the Buyer. The Company consents
to the use of the Prospectus (and of any Prospectus Supplements thereto) in accordance with the provisions of the 1933 Act and
with the securities or “blue sky” laws of the jurisdictions in which the Securities may be sold by the Buyer, in connection
with the offering and sale of the Securities and for such period of time thereafter as the Prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of the
Securities. If during such period of time any event shall occur that in the judgment of the Company and its counsel is required
to be set forth in the Registration Statement or the Prospectus or any Permitted Free Writing Prospectus or should be set forth
therein in order to make the statements made therein (in the case of the Prospectus, in light of the circumstances under which
they were made) not misleading, or if it is necessary to amend the Registration Statement or supplement or amend the Prospectus
or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other applicable law or regulation, the Company shall
forthwith prepare and, subject to Section 4(b) above, file with the SEC an appropriate amendment to the Registration Statement
or Prospectus Supplement to the Prospectus (or supplement to the Permitted Free Writing Prospectus) and shall expeditiously furnish
or make available to the Buyer an electronic copy thereof.


 


(d)          Stop
Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in
writing: (i) of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration
Statement, the Prospectus, any Permitted Free Writing Prospectus or for any additional information; (ii) of the Company’s
receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the Securities for
offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (iii) of
the Company becoming aware of the happening of any event, which makes any statement of a material fact made in the Registration
Statement, the Prospectus or any Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes
to the statements then made in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to
state a material fact required by the 1933 Act to be stated therein or necessary in order to make the statements then made therein
(in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, or of the necessity to
amend the Registration Statement or supplement the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933
Act or any other law or (iv) if at any time following the date hereof the Registration Statement is not effective or is not otherwise
available for the issuance of the Securities or any Prospectus contained therein is not available for use for any other reason.
Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus, any Permitted Free
Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the issuance of the
Securities. If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use commercially reasonable efforts to
obtain the withdrawal of such order at the earliest possible time. So long as any Notes remain outstanding, the Company shall use
its best efforts to maintain the continuous effectiveness of the Registration Statement under the 1933 Act.


 




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(e)          Blue
Sky. If required, the Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine
is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant
to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an
exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing
Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and
reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation,
all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable
federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to
the Buyers.


 


(f)          Reporting
Status. Until the date (the “Reporting Period”) on which the Buyer shall have sold all of the Securities
or any capital stock of the Company issued or issuable with respect to the Notes or the Warrants, including, without limitation,
(1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of
capital stock of the Company into which the shares of Common Stock are converted, exercised or exchanged and shares of capital
stock of a Successor Entity (as defined in the Notes) into which the shares of Common Stock are converted, exercised or exchanged
(in each case, without regard to any limitations on conversion of (or other issuance pursuant to) the Notes or the Warrants) or
otherwise issuable pursuant to the terms of the Notes or the Warrants (collectively, the “Covered Securities”),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination.


 


(g)          Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder solely for the purpose of making
loans to the Borrower Subsidiaries pursuant to the Subsidiary Notes and the Company shall cause the Borrower Subsidiaries to use
the proceeds of the Subsidiary Notes solely for the working capital of such Borrower Subsidiaries. Without limiting the foregoing,
none of such proceeds shall be used, directly or indirectly, (i) for the satisfaction of any Indebtedness of the Company or any
of its Subsidiaries, (ii) for the redemption of any securities of the Company (other than the Securities), or (iii) for any transaction
outside the ordinary course of the Company’s business of enforcing and licensing intellectual property rights, consistent
with past practice.


 


(h)          Financial
Information. The Company agrees to send the following to each holder of Notes or Warrants (an “Investor”)
during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through
the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’
equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration
statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, and (ii) copies of any notices and other information
made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof
to the stockholders.


 




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(i)          Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Covered Securities
upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated
for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for
quotation (as the case may be) of all the Covered Securities from time to time issuable under the terms of the Transaction Documents
on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing
or designation for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NASDAQ Global Select
Market, the NASDAQ Global Market, the NYSE MKT or the OTCQB (each, an “Eligible Market”). Neither the Company
nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of
the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(i).


 


(j)          Fees.
The Company shall reimburse Iroquois Master Fund Ltd. (“Iroquois”) or its designee(s) for all reasonable out-of-pocket
costs and expenses incurred by it or its affiliates in connection with the transactions contemplated by the Transaction Documents
(including, without limitation, as applicable, all reasonable legal fees and disbursements in connection therewith, structuring,
documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence and regulatory
filings in connection therewith) in a non-accountable amount equal to $75,000, which amount (less the Advance (as defined below))
shall be withheld by Iroquois from its Purchase Price at the Closing or paid by the Company on demand by Iroquois if Iroquois terminates
its obligations under this Agreement in accordance with Section 8 (as the case may be). Iroquois hereby acknowledges that the Company
has previously paid $30,000 to Iroquois as a nonrefundable advance (the “Advance”) against the expenses incurred
by Iroquois in connection herewith. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, transfer agent fees, the fees and expenses of the Trustee (including any legal counsel to the Trustee), DTC (as
defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the
transactions contemplated hereby (including, without limitation, any fees payable to the Placement Agent, who is the Company’s
sole placement agent in connection with the transactions contemplated by this Agreement). The Company shall pay, and hold each
Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket
expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents,
each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.


 


(k)          Pledge
of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that
the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement
that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise
make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees to execute
and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities
to such pledgee by a Buyer.


 




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(l)          Disclosure
of Transactions and Other Material Information. The Company shall (i) on or before 8:30 a.m. New York time on the date of
this Agreement, if this Agreement is executed and delivered prior thereto, and (ii) on or before 8:30 a.m. New York time on
the first (1st) Business Day after the date of this Agreement, if this Agreement is executed and delivered after 8:30 a.m New
York time, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the
Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including,
without limitation, this Agreement (and all schedules to this Agreement), the Indenture, the Supplemental Indenture, the form
of the Notes, the form of the Warrants, the form of the Security Documents and the form of the Guaranties) (including all
attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have
disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any of its
Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and
each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material,
non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing without
the express prior written consent of such Buyer. The Company understands and confirms that each Buyer shall be relying on the
foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and
agreement, unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any obligation of
confidentiality with respect to any information that the Company provides to such Buyer; and (ii) such Buyer shall not be
deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company,
if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions,
short sales and/or any derivative transactions based on securities of the Company while in possession of such material
non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements
contained in the Transaction Documents by the Company, any of its Subsidiaries, or any of its or their respective
officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to
any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public
disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public
information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers,
directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or
their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing,
neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with
respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval
of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial
conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations
(provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press
release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the
Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any
filing (other than the 8-K Filing), announcement, release or otherwise.


 




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(m)          Additional
Registration Statements. Until the sixtieth (60th) day after the Closing Date (the “Applicable Date”),
the Company shall not file a registration statement under the 1933 Act relating to securities that are not the Registrable Securities
(other than (i) registration statements on Form S-8 for an Approved Stock Plan (as defined below), (ii) post-effective amendments
to registration statements that are effective as of the date of this Agreement solely to update the information contained therein,
and (iii) a universal shelf registration statement on Form S-3 filed with the SEC not less than thirty (30) days after the Closing
Date).


 


(n)          Additional
Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending on the Applicable Date
(the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly
issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant
of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including,
without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act),
any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights) (any such issuance, offer,
sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred
to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(n) shall not apply in respect
of the issuance of (A) shares of Common Stock or standard options to purchase Common Stock to directors, officers, consultants
(it being expressly understood and agreed that lawyers, law firms, accountants, accounting firms and other similar professional
advisors and professional advisory firms are not consultants) or employees of the Company or any of its Subsidiaries in their capacity
as such pursuant to an Approved Share Plan (as defined below), provided that (1) all such issuances (taking into account the shares
of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (A) do not, in the aggregate,
exceed more than 1,000,000 shares of Common Stock (adjusted for stock splits, stock combinations and other similar transactions
occurring after the date of this Agreement) and (2) the exercise price of any such options is not lowered, none of such options
are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise
materially changed in any manner that adversely affects any of the Buyers; (B) shares of Common Stock issued upon the conversion
or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Share
Plan that are covered by clause (A) above) issued prior to the date hereof, provided that the conversion or exercise price of any
such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Share Plan that
are covered by clause (A) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common
Stock issued pursuant to an Approved Share Plan that are covered by clause (A) above) are amended to increase the number of shares
issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase
Common Stock issued pursuant to an Approved Share Plan that are covered by clause (A) above) are otherwise materially changed in
any manner that adversely affects any of the Buyers; (C) the Pre-Installment Conversion Shares (as defined in the Notes); (D) the
Warrant Shares; (E) the Conversion Shares (other than those that constitute Pre-Installment Conversion Shares), (F) the Interest
Shares; and (G) capital stock or Convertible Securities issued as consideration for an acquisition or strategic transaction approved
by a majority of the disinterested directors of the Company, provided that any such issuance shall only be a Person (or to the
equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not, for the purposes of this clause (G), include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities (each of the foregoing
in clauses (A) through (G) collectively the “Excluded Securities”). “Approved Share Plan”
means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the
date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,
officer, consultants or director for services provided to the Company or any of its Subsidiaries in their capacity as such. “Convertible
Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and
under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or
any of its Subsidiaries.


 




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(o)          Reservation
of Shares. The Company shall take all action to from its duly authorized capital stock not less than 100% of the sum of (i)
the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that the Notes are
convertible at the initial Conversion Price (as defined in the Notes) and without taking into account any limitations on the conversion
of the Notes set forth therein), (ii) the maximum number of Interest Shares issuable pursuant to the terms of the Notes, (determined
without taking into account any limitations on the conversion of the Notes set forth therein) and (iii) the maximum number of Warrant
Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set
forth therein).


 


(p)          Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate,
in a Material Adverse Effect. So long as the Subsidiary Notes are outstanding, the Company shall take such actions as may be necessary
to assure that each Borrower Subsidiary is not Insolvent. Without the prior written consent of the Buyers, the Company shall not
(i) modify or amend the terms of the Subsidiary Notes, (ii) release any collateral securing the Subsidiary Notes (except to the
extent permitted in the Notes), (iii) forgive, in whole or in part, any amounts due under the Subsidiary Notes, or (iv) waive or
agree to forbear from enforcing any rights or obligations under the Subsidiary Notes.


 


(q)          Variable
Rate Transaction. Until the date no Notes are outstanding, the Company and each Subsidiary shall be prohibited from effecting
or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate
Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities
either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of,
or quotations for, the shares of Common Stock at any time after the initial issuance of such Convertible Securities, or (B) with
a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such
Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Company or the market for the Common Stock, other than pursuant to a customary “weighted average” anti-dilution
provision, or (ii) enters into any agreement (including, without limitation, an “equity line of credit” or an “at-the-market
offering”) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and
customary “preemptive” or “participation” rights). Each Buyer shall be entitled to obtain injunctive relief
against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect
damages.


 




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(r)          Qualification
Under Trust Indenture Act. Prior to any issuance of Notes hereunder, the Company shall qualify the Indenture under the Trust
Indenture Act of 1939, as amended (the “TIA”) and enter into the Supplemental Indenture in connection therewith
and, so long as the Notes remain outstanding, the Indenture and the Supplemental Indenture shall be maintained in compliance with
the TIA.


 


(s)          Participation
Right. So long as any Notes remain outstanding, neither the Company nor any of its Subsidiaries shall, directly or indirectly,
effect any Subsequent Placement unless the Company shall have first complied with this Section 4(s). The Company acknowledges and
agrees that the right set forth in this Section 4(s) is a right granted by the Company, separately, to each Buyer.


 


(i)          At
least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written
notice of its proposal or intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”), which
Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than: (i)
a statement that the Company proposes or intends to effect a Subsequent Placement, (ii) a statement that the statement in clause
(i) above does not constitute material, non-public information and (iii) a statement informing such Buyer that it is entitled to
receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written
request of a Buyer within three (3) Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only
upon a written request by such Buyer, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver
to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale
or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a
Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other
terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold
or exchanged, (y) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold
or exchanged and (z) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer all of the
Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under
this Section 4(s) shall be (a) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes
purchased hereunder by all Buyers (the “Basic Amount”), and (b) with respect to each Buyer that elects to purchase
its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer
shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription
Amount”).


 




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(ii)         To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion
of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic
Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then such Buyer who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts
subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed
for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available
Undersubscription Amount”), such Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase
only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts
of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably
necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior
to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire
on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice.


 


(iii)        The
Company shall have five (5) days from the expiration of the Offer Period above (i) to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described
in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and
interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set
forth in the Offer Notice and (ii) to publicly announce (a) the execution of such Subsequent Placement Agreement, and (b) either
(x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of such Subsequent
Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement
and any documents contemplated therein filed as exhibits thereto.


 


(iv)        In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the
terms specified in Section 4(s)(iii) above), then such Buyer may, at its sole option and in its sole discretion, reduce the number
or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or
amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(s)(ii) above multiplied by a fraction,
(i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or
exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(s) prior to such reduction) and
(ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to
reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange
more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the
Buyers in accordance with Section 4(s)(i) above.


 




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(v)         Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from
the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance.
The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the
Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and
substance to such Buyer and its counsel.


 


(vi)        Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(s) may not be issued, sold or exchanged
until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(vii)       The
Company and each Buyer agree that if any Buyer elects to participate in the Offer, neither the Subsequent Placement Agreement with
respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities
of the Company (other than restrictions required by applicable securities laws on the resale of the specific “restricted
securities” (as that term is defined under Rule 144) being issued in the Subsequent Placement) or be required to consent
to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously
entered into with the Company or any instrument received from the Company.


 


(viii)      Notwithstanding
anything to the contrary in this Section 4(s) and unless otherwise agreed to by such Buyer, the Company shall either confirm in
writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose
its intention to issue the Offered Securities, in either case in such a manner such that such Buyer will not be in possession of
any material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by
such fifth (5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has
been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall
be deemed to have been abandoned and such Buyer shall not be in possession of any material, non-public information with respect
to the Company or any of its Subsidiaries. Should the Company decide to again pursue such transaction with respect to the Offered
Securities, the Company shall provide such Buyer with another Offer Notice in accordance with, and subject to, the terms of this
Section 4(s) and such Buyer will again have the right of participation set forth in this Section 4(s). The Company shall not be
permitted to deliver more than one Offer Notice to such Buyer in any forty-five (45) day period, except as expressly contemplated
by the last sentence of Section 4(s)(ii).


 


(ix)         The
restrictions contained in this Section 4(s) shall not apply in connection with the issuance of (i) any Excluded Securities or (ii)
any Common Stock or Convertible Securities issued pursuant to an Approved Stock Plan. The Company shall not circumvent the provisions
of this Section 4(s) by providing terms or conditions to one Buyer that are not provided to all.


 




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(t)          Passive
Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will not
be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code
of 1986, as amended.


 


(u)          Restriction
on Redemption and Cash Dividends. So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem,
or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent
of the Buyers.


 


(v)         Corporate
Existence. So long as any Buyer owns any Notes or Warrants, the Company shall not be party to any Fundamental Transaction (as
defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set
forth in the Notes and the Warrants.


 


(w)          Stockholder
Approval. The Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of stockholders
of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall
be promptly called and held not later than December 1, 2015 (the “Stockholder Meeting Deadline”), a proxy statement
soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (“Stockholder
Resolutions”) providing for the Company’s (x) issuance of all of the Securities as described in the Transaction
Documents in accordance with applicable law and the rules and regulations of the Principal Market and (y) an increase in the number
of shares of Common Stock the Company is authorized to issue to 250,000,000 (such affirmative approval being referred to herein
as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder
Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such
resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such resolutions.
The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the
Company's reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the
Company shall cause an additional Stockholder Meeting to be held once in each of the three subsequent calendar quarters thereafter
until such Stockholder Approval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not
obtained after such subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually
thereafter until such Stockholder Approval is obtained.


 


(x)          Conversion
and Exercise Procedures. Each of the form of Exercise Notice included in the Warrants and the form of Conversion Notice included
in the Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Notes.
No additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert
their Notes. The Company shall honor exercises of the Warrants and conversions of the Notes and shall deliver the Conversion Shares,
Interest Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Notes and Warrants.


 




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5.          REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGENDS.


 


(a)          Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Securities), a register for the Notes and the Warrants in which the Company shall record the name and
address of the Person in whose name the Notes and the Warrants have been issued (including the name and address of each
transferee), the principal amount of the Notes held by such Person, the number of Conversion Shares issuable upon conversion of
the Notes held by such Person, the number of Interest Shares issuable with respect to the Notes held by such Person and the number
of Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available
at all times during business hours for inspection of any Buyer or its legal representatives.


 


(b)          Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent
in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue certificates
or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the
name of each Buyer or its respective nominee(s), for the Conversion Shares, the Interest Shares and the Warrant Shares in such
amounts as specified from time to time by each Buyer to the Company upon conversion of the Notes or other issuance pursuant to
the terms of the Notes or the exercise of the Warrants (as the case may be). The Company represents and warrants that no instruction
other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b) will be given by the Company to its transfer
agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of
the Company. If a Buyer effects a sale, assignment or transfer of the Securities, the Company shall permit the transfer and, to
the extent applicable, shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable
balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each Buyer. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and
agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that each Buyer shall
be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate
issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The
Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s
transfer agent to the extent requested by such transfer agent. Any fees (with respect to the transfer agent, counsel to the Company
or otherwise) associated with the issuance of such opinion shall be borne by the Company.


 


(c)          Legends.
Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend.


 


6.          CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


(a)          The
obligation of the Company hereunder to issue and sell the Notes and Warrants to each Buyer at the Closing is subject to
the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior
written notice thereof:


 




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(i)          Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii)         Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of Iroquois, the amounts withheld
pursuant to Section 4(j)) for the Notes and Warrants being purchased by such Buyer at the Closing by wire transfer of immediately
available funds pursuant to the wire instructions provided by the Company.


 


(iii)        The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such date), and such Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by
such Buyer at or prior to the Closing Date.


 


7.          CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


(a)          The
obligation of each Buyer hereunder to purchase its Note and Warrants at the Closing is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit
and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i)          The
Company and each Borrower Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction
Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer a Note (in such original
principal amount as is set forth across from such Buyer’s name in column (3) on the Schedule of Buyers) and the related Warrants
as is set forth across from such Buyer’s name in column (4) on the Schedule of Buyers, respectively), in each case, being
purchased by such Buyer at the Closing pursuant to this Agreement.


 


(ii)         Such
Buyer shall have received the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
the Company’s counsel, dated as of the Closing Date, in the form previously provided to the Company.


 


(iii)        The
Trustee shall have duly executed and delivered to the Company and such Buyer the Indenture and the Supplemental Indenture. The
Indenture and the Supplemental Indenture shall be qualified under the TIA.


 


(iv)        The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such
Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


 




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(v)         The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of
its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office)
of such jurisdiction of formation as of a date within ten (10) days of the Closing Date.


 


(vi)        The
Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Borrower Subsidiary’s qualification
as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which
the Company and each Borrower Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of
the Closing Date.


 


(vii)       The
Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of
State of Delaware within ten (10) days of the Closing Date.


 


(viii)      The
Company and each Borrower Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed
by the Secretary of the Company and each Borrower Subsidiary and dated as of the Closing Date, as to (i) the resolutions consistent
with Section 3(b) as adopted by the Company’s and each Borrower Subsidiary’s board of directors in a form reasonably
acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Borrower
Subsidiary and (iii) the Bylaws of the Company and the bylaws of each Borrower Subsidiary, each as in effect at the Closing.


 


(ix)         Each
and every representation and warranty of the Company shall be true and correct in all material respects (other than representations
and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects)
as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed,
satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied
with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive
Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably
requested by such Buyer in the form acceptable to such Buyer.


 


(x)          The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of
Common Stock outstanding on the Business Day immediately prior to the Closing Date.


 


(xi)         The
Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as
of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or
the Principal Market have been threatened as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B)
by falling below the minimum maintenance requirements of the Principal Market.


 




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(xii)        The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities, including without limitation, those required by the Principal Market.


 


(xiii)       No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


(xiv)      Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result
in a Material Adverse Effect.


 


(xv)       In
accordance with the terms of the Security Documents, the Company shall have delivered to such Buyer (i) the Subsidiary Notes, together
with executed blank bond or other transfer powers, (ii) certificates representing the shares of capital stock or other equity ownership
interests of each Subsidiary (other than the Borrower Subsidiaries) to the extent such subsidiary is a corporation or otherwise
has certificated capital stock or other equity ownership interests, along with duly executed blank stock or other transfer powers,
and (iii) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in
the opinion of the Buyers, desirable to perfect the security interests purported to be created by the Subsidiary Notes and each
Security Document.


 


(xvi)      The
Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing
statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in
any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by
the Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien
and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers
shall not show any such Liens (as defined in the Security Documents).


 


(xvii)     The
Principal Market shall not have objected to the notification of additional listing provided by the Company with respect to the
Conversion Shares and Interest Shares issuable pursuant to the Notes.


 


(xviii)    Such
Buyer shall have received a letter on the letterhead of the Company, duly executed by an officer of the Company, setting forth
the wire instructions of the Company.


 


(xix)       From
the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal
Market, and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not
have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 




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(xx)        The
Registration Statement shall be effective and available for the issuance and sale of the Securities to be issued at the Closing
hereunder and pursuant to the terms of the Notes and the Warrants and the Company shall have delivered to such Buyer the Prospectus
and the Prospectus Supplement as required thereunder.


 


(xxi)       The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the
transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 


8.          TERMINATION.


 


In the event that the Closing
shall not have occurred with respect to a Buyer within five (5) days after the date hereof, then such Buyer shall have the right
to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such
date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this
Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated
by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of
the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such
termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described
in Section 4(j) above. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach
by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party
to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.


 


9.          MISCELLANEOUS.


 


(a)          Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement and the other Transaction Documents shall be governed by the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or under any of the other Transaction Documents or in connection herewith or therewith or with any transaction
contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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(b)          Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by electronic mail which contains a portable document format (.pdf) file of an executed signature page,
such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


(c)          Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(d)          Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding
anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following
is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or
any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including
without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted
under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant
the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment
or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount
shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as
would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding,
at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be
paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges,
fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related
thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable
law, such amounts shall be pro-rated over the period of time to which they relate.


 




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(e)          Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the
Company, its Subsidiaries, their affiliates and Persons acting on their behalf solely with respect to the matters contained herein
and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the
instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered
herein and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be
deemed to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from,
the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the
Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any
rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among
the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of
its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except
as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of
this Agreement may be amended other than by an instrument in writing signed by the Company and each of the Buyers. No waiver shall
be effective unless it is in writing and signed by an authorized representative of the waiving party. No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents
unless the same consideration also is offered to all of the parties to the Transaction Documents, all holders of the Notes or all
holders of the Warrants (as the case may be). The Company has not, directly or indirectly, made any agreements with any Buyers
relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction
Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made
any commitment or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As
a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (i) no due
diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect
such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement or any other Transaction Document and (ii) unless a provision of this
Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,”
nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any
manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other
Transaction Document.


 




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(f)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified,
in each case, properly addressed to the party to receive the same. The mailing addresses and electronic mail addresses for such
communications shall be:


 


If to the Company:


 


Vringo, Inc.


780 Third Avenue, 12th Floor


New York, NY 10017


Telephone: (646) 532-6778

E-mail: Exec@vringoinc.com

Attention: Andrew Perlman


 


With a copy (for informational purposes
only) to:


 


Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.


Chrysler Center


666 Third Avenue


New York, NY 10017


Telephone: 212-692-6768

E-mail: krkoch@mintz.com

Attention: Kenneth R. Koch


 


If to the Transfer Agent:


 


American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, NY 11219


Telephone: 718-921-8210


E-mail: admin5@amstock.com


Attention: Joe Alicia


 


If to a Buyer, to its mailing address and electronic
mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule
of Buyers,


 


with a copy (for informational purposes
only) to:


 


Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: (973) 597-2382

E-mail: jhogoboom@lowenstein.com

Attention: John. D. Hogoboom


 




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or to such other mailing address and/or electronic
mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change, provided that Lowenstein Sandler LLP shall only be provided
copies of notices sent to Iroquois. Written or electronic mail confirmation of receipt (A) given by the recipient of such notice,
consent, waiver or other communication, or (B) provided by an overnight courier service shall be rebuttable evidence of personal
service or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any assignee of any of the Securities. The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of each of the Buyers, including, without limitation, by way of a Fundamental Transaction
(as defined in the Warrants) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions
set forth in the Warrants) or a Fundamental Transaction (as defined in the Notes) (unless the Company is in compliance with the
applicable provisions governing Fundamental Transactions set forth in the Notes). A Buyer may assign some or all of its rights
hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event such assignee
shall be deemed to be a Buyer hereunder with respect to such assigned rights.


 


(h)          No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than
the Indemnitees referred to in Section 9(k).


 


(i)          Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its
own representations, warranties, agreements and covenants hereunder.


 


(j)          Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 




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(k)          Indemnification.


 


(i)          In
consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (b) any breach of any covenant, agreement
or obligation of the Company or any Subsidiary contained in any of the Transaction Documents, (c) any untrue statement or alleged
untrue statement of a material fact contained, or incorporated by reference, in the Registration Statement or any amendment thereto
or any omission or alleged omission to state therein, or in any document incorporated by reference therein, a material fact required
to be stated therein or necessary to make the statements therein not misleading, (d) any untrue statement or alleged untrue statement
of a material fact contained, or incorporated by reference, in the Prospectus, any Issuer Free Writing Prospectus, or in any amendment
thereof or supplement thereto, or in any “issuer information” (as defined in Rule 433 under the Securities Act) of
the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained
in any Free Writing Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein, or
in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, (e) any violation of United States federal or
state securities laws or the rules and regulations of the Principal Market or any Eligible Market in connection with the transactions
contemplated by this Agreement, the Warrants, the Indenture and the Notes by the Company or any of its Subsidiaries, affiliates,
officers, directors or employees or (f) any cause of action, suit, proceeding or claim brought or made against such Indemnitee
by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which
otherwise involves such Indemnitee that arises out of or results from (i) the execution, delivery, performance or enforcement of
any of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly,
with the proceeds of the issuance of the Securities, (iii) any disclosure properly made by such Buyer pursuant to Section 4(l),
or (iv) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest
or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking
by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law.


 




    	40



    	 



    

 


(ii)         Promptly
after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is
to be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and
the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have
the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (i) the Company has
agreed in writing to pay such fees and expenses; (ii) the Company shall have failed promptly to assume the defense of such Indemnified
Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (iii) the named
parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such
Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate
counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel
shall be at the expense of the Company), provided further, that in the case of clause (iii) above the Company shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee. The Indemnitee shall reasonably
cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company
and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified
Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement
shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder,
the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable
time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section
9(k), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


 


(iii)        The
indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.


 


(iv)        The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against
the Company or others, and (B) any liabilities the Company may be subject to pursuant to applicable law.


 


(l)          Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock
and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock
dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after
the date of this Agreement.


 




    	41



    	 



    

 


(m)          Remedies.
Each Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all
rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event
that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may
be) obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company
therefore agrees that the Buyers shall be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive
or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages
and without posting a bond or other security.


 


(n)          Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction
Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any
Subsidiary does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or
withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be),
any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.


 


(o)          Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of
the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment
or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other
Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement
and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be
converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange
Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement,
the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.


 




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(p)          Maximum
Payments. Nothing contained in the Indenture, the Supplemental Indenture or any of the Notes shall be deemed to establish or
require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that
the rate of interest required to be paid or other charges under any of the Notes exceeds the maximum permitted by such law, such
rate and such charges, to the extent applicable, shall be automatically reduced to the maximum rate and charges, as applicable,
permitted by applicable law, without further action by the parties hereto, and any payments or amounts actually received by the
holder thereof in excess of such maximum shall be refunded to the Company, which refund may be accomplished, at the option of the
Company, by credit against amounts owed by the Company to such holder or by actual return to the Company by such holder.


 


(q)          Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and
not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations
of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action
taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the
Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption
that the Buyers are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated
by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group,
and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction
Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer
independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with
such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring
such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer
confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction
contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and
enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents,
and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use
of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the
Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and
not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained
in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between
the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.


 


(r)          Judgment
Currency.


 


(i)          If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to
convert into any other currency (such other currency being hereinafter in this Section 9(r) referred to as the “Judgment
Currency”) an amount due in U.S. Dollars under this Agreement or any other Transaction Document, the conversion shall
be made at the Exchange Rate prevailing on the Trading Day immediately preceding: (1) the date actual payment of the amount due,
in the case of any proceeding in the courts of Illinois or in the courts of any other jurisdiction that will give effect to such
conversion being made on such date or (2) the date on which the foreign court determines, in the case of any proceeding in the
courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 9(r)(i) being hereinafter
referred to as the “Judgment Conversion Date”).


 




    	43



    	 



    

 


(ii)         If
in the case of any proceeding in the court of any jurisdiction referred to in Section 9(r)(i) above, there is a change in the Exchange
Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall
pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange
Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount
of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.


 


(iii)        Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.


 


[signature pages follow]


 




    	44



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	VRINGO, INC.
	 	 
	 	By:	/s/ Andrew Perlman
	 	 	Name: Andrew Perlman
	 	 	Title:  Chief Executive Officer


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:
	 	 
	 	IROQUOIS MASTER FUND LTD.
	 	 
	 	   /s/ Joshua Silverman
	 	By:  Joshua Silverman, Authorized Signatory


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:
	 	 
	 	IROQUOIS CAPITAL INVESTMENT
	 	GROUP LLC
	 	 
	 	   /s/ Joshua Silverman
	 	By:  Joshua Silverman, Authorized Signatory


 




    	 



    	 



    

 


SCHEDULE OF BUYERS


 


	(1)	 	(2)	 	 	(3)	 	 	 	(4)	 	 	 	(5)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer
	 	Address and E-mail Address
	 	 	Principal
 Amount of
 Notes
	 	 	 	Number of
 Warrant Shares
	 	 	 	Purchase Price
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Iroquois Master Fund Ltd.	 	205 East 42nd St- 20th Fl. 
New York NY 10017 
E-mail: JSilverman@icfund.com	 	$	10,000,000	 	 	 	4,300,000	 	 	$	10,000,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Iroquois Capital Investment Group LLC	 	205 East 42nd St- 20th Fl. 
New York NY 10017 
E-mail: JSilverman@icfund.com	 	$	2,500,000	 	 	 	1,075,000	 	 	$	2,500,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals:	 	 	 	$	12,500,000	 	 	 	5,375,000	 	 	$	12,500,000