展品10.1

證券購買協議

本證券購買協議（以下簡稱「本協議」）於2024年6月6日簽訂，雙方爲開曼群島法律規定下的 Gorilla Technology Group Inc. 公司（以下簡稱「買方」）以及在簽名頁上被確認的購買人（包括各自的繼承人和受讓人，以下簡稱「賣方」）協議”)截至2024年10月17日，由特爾斯太陽能科技有限公司（Ascent Solar Technologies, Inc.）與一家特拉華州公司之間。公司”）和此處簽名頁上確認的每位買方（包括其繼承人和受讓人，以下簡稱爲“買方全部協議稱爲「」。購買者”).

鑑於，根據本協議所規定的條款和條件，並根據1933年修正案後的證券法第4(a)(2)條和該法下公佈的規則506，公司希望向每位購買方發行和賣出公司證券，每位購買方單獨而不是聯合地希望從公司購買公司的證券，具體描述如本協議所述。證券法根據《證券法》（上述法案及促使其制定的規則506），公司希望向每位購買方發行和賣出，而每位購買方，分別而非共同地，希望從公司購買公司的證券。

因此，考慮本協議中包含的互相約定，並且爲了其他優厚的對價，已收到並確認 足夠的收據，本公司和每個購買者如下約定：

第一條

定義

1.1定義除本協議其他地方定義的條款外：(a) 除非本文件另有定義，大寫字母開頭的術語在"指定證明書"（在此處定義）中有給定的含義，(b) 以下術語在本第1.1節中具有以下含義：

“收購人。收購人是指「受益所有人」（在股東權益計劃中定義）擁有20％或更多的普通股票的人。但是，收購人不包括公司或公司的任何子公司，也不包括作爲允許出價、競爭允許出價和某些其他豁免交易的結果成爲20％或更多流通普通股的受益所有人的任何人。“ 應具有第4.7節中所規定的含義。

“行動「shall」應被賦予在第3.1(j)節中所指定的含義。

“附屬公司「控制」是指任何直接或間接通過一個或多箇中介控制或被控制或與任何人共同控制的個人，這些術語在證券法規則405條下使用並被解釋。

“董事會「董事會」是指公司的董事會。

“第十章 轉讓證券 第10.1節 交易 如果發行受託人證明，債券持有人可以交換並迅速交付發行受託人這樣的證明，無論是有欠款未償還，還是實質性週轉的時候，都可以在世界範圍範圍內經由源和債券市場交易。” 表示除了任何星期六、任何星期日、美國聯邦法定假日或紐約州銀行機構依法或其他政府行動被授權或要求關閉的任何日期。

“權利指定書。“ 指公司於2024年10月17日在特拉華州國務卿處備案的1C系列可轉換優先股的指定證書，附件中附有副本。 附錄 A 現有信貸協議第10.14條的規定已經納入本協議並適用於本協議。

“結算日期「交易日」指與收盤有關的所有交易文件已由相關方簽署並交付，且（i）認購額度支付義務以及（ii）公司交付證券的所有行使前提條件均已滿足或豁免。

“結算（結算）” 意味着根據第2.1節進行證券購買和銷售的一個或多個結算。

“委員會:” 表示美國證券交易所。

“普通股意指公司的普通股，每股面值爲$0.0001，以及其它可能將來重新分類或改變的證券類別。

“普通股等價物「股票」是指公司或附屬公司的任何證券，持有人在任何時候都可憑此購買普通股，包括但不限於任何債務、優先股、權利、期權、認股證或其他工具，這些工具在任何時候都可轉換爲、行使、交換或以其他方式使持有人有權獲得普通股。

“轉換價格“ 在本賦予證書中賦予該術語的含義。

“Conversion Shares” 代表着在優先股轉換爲普通股後可發行的普通股股份。

“披露清單“ 應具有第3.1節中賦予該術語的含義。

“公司最近一次財政年度包含的10-k表格提交日期前90天內，公司已建立了披露控制和程序，符合交易所法規13a-15和15d-15的規定。公司的認證官評估了公司的控制和程序的有效性，在評估日期內沒有發現控制和程序失效。公司在最近一次財政年度的10-k表格中披露了認證官的結論。「將根據3.1(r)節的規定賦予該術語相應的含義。」

“使擁有公司註冊證券類別10%以上股權的官員、董事或實際股東代表簽署人遞交表格3、4和5（包括修正版及有關聯合遞交協議）,符合證券交易法案第16(a)條及其下屬規則規定的要求；「證券交易法」指已經修改的1934年證券交易法案，及在此項法案下制定的監管規定和規章制度。

“通用會計原則(GAAP)「應當」在第3.1(h)條中賦予該術語的含義。

“知識產權 權利「」在第3.1（o）節中有所解釋。

“傳說刪除日期“ 應具有4.1(c)節中所指定的含義。

“留置權” 意味着 抵押、控股、質押、安防-半導體權益、擔保、優先購買權或其他限制。

“Material Adverse Effect“ 應具有第3.1(b)節中所指定的含義。

“材料許可證” 在本條款的3.1(m)中具有所指定的含義。

“最高利率“ 在第5.17節中賦予其含義。

“持有”表示個人或公司、合夥企業、信託、有限責任公司、合資企業、股份有限公司、政府（或政府機構或其下屬單位）或其他任何形式的實體。

“優先股” 表示本公司根據本協議發行的第1C系列可轉換優先股，具有《指定證明書》中規定的權利、偏好和特權，形式爲 附錄 A 此處

“10）計劃不屬於「其他企業」。企業應根據適用法律的規定全額賠償公司董事，該董事因爲他或她是或曾是公司董事、高級職員、僱員或代理人或是根據公司要求作爲另一家公司、合夥企業、聯營企業、信託或其他企業的董事、高級職員、僱員或代理人而受到威脅、正在進行中或已完成的程序產生的實際和合理費用（包括律師費）、裁決、罰款和結算費用。「 」指行動、索賠、訴訟、調查或程序（包括但不限於非正式調查或部分程序，例如證言），無論其是否已經開始或威脅到。

“購買價格價值” 意味着每股優先股價值$1,000。

“必要的批准“ 在第3.1（e）節中賦予該術語的意思。

“規則144「144規則」是指根據證券法由委員會頒佈的規則，該規則可能會不時地得到修訂或解釋，或者由委員會制定的目的和效果基本相同的任何類似規則或法規。

“條款424「」意味着證券法委員會根據證券法頒佈的424條規定，該規定可能隨時修訂或解釋，或任何類似的規則或法規，該委員會在此後頒佈，具有類似的目的和效果。

“SEC報告「」 應按照第3.1(h)節中的定義理解。

“證券「母公司首選股和轉換股。」

“證券法 「 」指1933年修訂的證券法案及其下制定的規定。

“指定證明的價格爲” 意味着每股優先股價值$1,000。

“認購額度作爲每位認購人，"認購額度"應指根據下文所述的特定金額購買的優先股總額，該金額列明在該認購人的名稱下方 如該認購人簽署的本文件附件上載明的內容以美元和立即可用資金形式列於「認購額度」欄下

“「財政部條例」是指根據《稅收法典》頒佈的所有擬議、臨時和最終條例，這些條例可能會不時修訂（包括後續條例的相應規定）。"子公司"指公司的任何子公司，適用時還應包括公司在本公約日期後成立或收購的任何直接或間接子公司。

“交易日「 」指的是主要交易市場開放交易的日子。

“交易市場” 表示在問題日期進行交易的Common Stock在以下任一市場或交易所上市或報價：紐約證券交易所、納斯達克資本市場、納斯達克全球市場、納斯達克全球精選市場、紐約證券交易所、場外交易報價板或場外交易市場（或以上任一的後繼者）。

“交易文件” 指本協議、指定證明書、所有附件和附表以及與本協議項下交易相關的其他文件或協議

“轉讓代理指的是現時公司的過戶代理商Computershare Investor Services，地址爲8742 Lucent Blvd.，225號套間，Highlands Ranch，CO 80129，以及公司的任何後繼過戶代理商。

第二條。

買賣

2.1結盤根據本協議中規定的條件是否滿足（或豁免）的前提，在Closing時，每位認購人應通過電匯或立即可用資金支付相應的認購金額（由該認購人簽署的簽名頁中規定），公司應向每位認購人交付其對應的優先股份（由該認購人簽署的簽名頁中規定），公司和每位認購人應交付在各自Closing時應交付的其他條款。在滿足各自Closing中規定的契約和條件後，每個Closing應在認購人的律師辦公室或雙方共同同意的其他地點發生。根據本協議中規定的條件是否滿足（或豁免）的前提，在Closing時，每位認購人應通過電匯或立即可用資金支付相應的認購金額（由該認購人簽署的簽名頁中規定），公司應向每位認購人交付其對應的優先股份（由該認購人簽署的簽名頁中規定），公司和每位認購人應交付在各自Closing時應交付的其他條款。在滿足各自Closing中規定的契約和條件後，每個Closing應在認購人的律師辦公室或雙方共同同意的其他地點發生。

2.2交付量.

(a)在截止日期之前（或如下所示），公司應向每位購買方交付或導致交付以下物品：

(i)該協議已由公司正式簽署；並

(ii)代表某個特定結束日期特定金額的優先股股票數量的證書或電子記賬本 在此頁上由購買方簽署的，其數量應等於 （x）該結束日期的認購額度，除以（y）購買價格。

(b)在或之前的每個結束日期，每個購買方應交付或導致交付以下文件給公司，視情況而定：

(i)購買者應該通過電匯方式，將認購額度支付到公司書面指定的帳戶。

2.3閉幕條件.

(a)本公司在每個交割日的責任，需滿足以下條件：

(i)在適用的收盤日期上，買方在此確認書中所作陳述和擔保在所有方面均準確（除非特定日期內，在此情況下，它們應當準確）。

(ii)所有購買者在適用的結束日期之前或之前應執行的義務、契約和協議均已履行；且

(iii)每位購買方按照本協議第2.2(b)條規定交付物品。

(b)購買方在每次交割所涉及的各項義務，須符合以下條件：

(i)在所有方面，若於製作時和適用的收盤日期時，公司在此處陳述和擔保的準確性都符合（除非特定日期）；

(ii)所有板塊 在適用的結束日期之前或之前，公司要履行的所有義務、契約和協議都必須履行。

(iii)公司按照本協議第2.2(a)節規定交付物品；以及

(iv)自今日起至今日，公司未發生任何重大不利影響。

第三條。

陳述與保證：各借款人及本次參與的各子公司擔保人(以下簡稱「各方」)於第七修正案生效日，分別作出以下陳述、保證和協議:

3.1本公司代表和保證，同意向每個經理陳述和保證:除非在《證券交易委員會報告》或《披露日程表》中另有規定，該《證券交易委員會報告》和《披露日程表》應被視爲本協議的一部分，並且應當限定任何根據這些文件的披露部分內容在該《證券交易委員會報告》和《披露日程表》相應部分的揭露範圍內作出的陳述或其他行爲，公司特此向每位購買者做出以下陳述和保證：

(a)子公司。 公司的所有直接或間接子公司均在SEC報告中列明。公司直接或間接擁有每家子公司的全部資本股或其他股權，且所有子公司已發行的股份均爲有效發行，全部已足額支付、不可再分配，並不受優先認購權或類似權利的限制。如果公司沒有子公司，則交易文件中所有對子公司或其任何子公司的其他參考都應予以忽略。

(b)組織和資格。公司和全部子公司均爲各自注冊或組建的實體，在註冊或組建所在司法管轄區內合法存在並處於良好狀態，具有擁有和使用其財產和資產的必要權限和權力，並像目前這樣開展業務。除非該公司或任何子公司違反或違約其證明書或章程、組織文件或憲章文件的任何規定，否則總公司和各分支機構均不違反或違約。公司和各子公司均已符合法律法規的規定並獲得資格，並處於需要獲得這種資格的每個司法管轄區內均處於良好狀態。除非不符合上述資格或處於良好狀態的情況，否則不會對其業務或財務或其整體狀況構成重大不利影響，並且沒有在任何這方面的司法管轄區中提起訴訟，撤銷、限制或削減或尋求撤銷、限制或削減該等權限和權力或資格，本協議將之爲「重大不利影響」，其定義爲（i）對任何交易文件或其所涉及的交易的合法性、有效性或可執行性造成重大不利影響，（ii）對公司和全部子公司的經營業績、資產、業務、前景或狀況（財務或其他方面）整體造成重大不利影響，或（iii）對公司在任何實質方面及時履行其在任何交易文件下的義務的能力造成重大不利影響。公司及其各附屬公司是依據其所在司法管轄區的法律合法成立或組織的實體，在其組織法下存在並持續有效，具備擁有和使用其資產和財產以及開展當前業務所需的必要權力和權限。公司和任何子公司都未違反或違約其各自的公司章程、公司註冊證書、章程或其他組織文件的任何規定。公司和其各附屬公司都已合法批准開展業務，並在其擁有財產或業務所在地的各司法管轄區具備良好的法律地位，除非未能合法批准或取得良好的法律地位不會或不應合理地預期將產生以下任何一種結果：（i）對任何交易文件的合法性、有效性或可執行性產生重大負面影響，（ii）對公司和各附屬公司的經營業績、資產、業務前景或控件狀況（財務或其他）作爲整體產生重大不利影響，或（iii）對公司適時地履行其任何交易文件下義務的能力產生重大不利影響（任何（i）、（ii）或（iii）成爲「影響」），並且在任何此類司法管轄區內沒有提起訴訟撤銷、限制或削減其權力和權限或資格的訴訟。Material Adverse Effect並且沒有任何訴訟程序在任何這種司法轄區中開始或正在進行中，以撤銷、限制或削減或試圖撤銷、限制或削減上述權力和權威或合法經營資格。

(c)公司擁有必要的公司權力和授權，以進行本協議所涉及的交易，並完成其在本協議和其他交易文書中的義務。公司簽署並交付本協議和其他交易文件，並在依照本協議和其他交易文件條款交付時，將構成公司應在本協議和其他交易文件中所承擔的有效約束義務，不違反公正原則和適用於一般債權人權利執行的破產、破產重組、暫停和其他普遍適用的法律限制或任何與特定履行能力、禁制令或其他平衡衡平的限制相沖突的限制，而受到公司權力和控制限制的人士或會員已從事其他任何行動。在公司的股東和董事會或需要的審批沒有提供其他合理的意見之前，公司的本協議和其他所有交易文件均已獲得充分授權。公司擁有必要的法人權力和權威，以簽訂並完成本協議及其他交易文件規定的交易，並且執行本協議和其他交易文件的公司已經董事會的所有必要行動，除了與必要批准相關之外，公司、董事會或公司股東在此或與此相關的其他事項上無需作進一步行動。本協議和公司是其中一方的其他交易文件已通過公司合法有效地簽署，交付後將構成對公司具有約束力的有效和有約束力的義務，但受限於一般公平原則和影響債權人權利執行的適用破產、破產、重組、暫停和其他一般適用法律的限制，根據其條款對公司具有可執行力，但受到有關具體成效、禁止令救濟或其他衡平救濟的法律的限制，另外，賠償和貢獻條款可能受適用法律的限制。

(d)沒有衝突公司執行、交付和履行本協議及其他其作爲一方的交易文件，證券的發行和銷售，以及根據本協議和相關文件規定的交易不會發生，也不會發生： (i) 與公司或任何子公司的章程或公司章程、章程或其他組織或公司章程文件的任何規定衝突或違反， (ii) 與公司或任何子公司的任何財產或資產產生任何留置權，或給予他人任何終止、修訂、加速或取消的權利（無論有無通知、時間或二者同時），或（三）除非獲得了必需的批准，否則與或導致違反任何法律、規則、法規、命令、判決、禁令、裁定或任何法院或政府機構的其他限制，這些法院或政府機構對公司或子公司有約束力，或公司或子公司的任何財產或資產受到約束或影響；在(ii)和(iii)各自的情況下，不應發生或是合理預期不會導致重大不利影響。

(e)備案、同意和批准 公司在執行、交付和履行交易文件時，無需獲得任何法院或其他聯邦、州、地方或其他政府權力機構或其他人的同意、豁免、授權或命令，或向其發出任何通知，或進行任何申報或註冊，除非：(i)根據本協議第4.6節的要求提交的申報，(ii)對於證券的發行與銷售以及上市交易所上市轉換股的通知和/或申請，需要按照要求的時間和方式向每個適用的交易市場提交( iii)向委員會提交D表格及根據適用州證券法規定需要提交的申報文件(統稱爲“ "}所需審批 審批”).

(f)證券的發行證券已獲得妥當授權，按照適用的交易文件支付後將被妥爲發行，已全額支付並且免除所有公司強加的除了交易文件規定的轉讓限制之外的留置權。轉換股在按照交易文件規定發行後，將被合法發行，已全額支付並且免除所有公司強加的除了交易文件規定的轉讓限制之外的留置權。

(g)資本化 公司的資本化情況如披露日程表所述，該日程表還將包括截至本次日期，公司附屬關係人所受益擁有和名義擁有的普通股數量。除披露日程表所載外，公司自根據《交易法》下最近一次已公開發表的定期報告以來並未發行任何資本股票，除按照公司的期權計劃行使員工期權、根據公司的僱員股票購買計劃向員工發行普通股以及向已公開發表的《交易法》定期報告公告日出色現金等值物進行轉換和/或行使以外。任何個人均無享有優先購買權、優先購買權、參與權或者任何類似權利以參與交易文件所述交易之權利。除披露日程表所載以外，且除證券的買賣結果外，不存在任何未行使的期權、證券的認購權、認購或承諾權、任何性質的認購權、或可轉換或行使或交換爲，或授予任何個人任何購買或取得任何公司普通股股票的權利的任何證券、權利或義務，或者公司或任何附屬公司將或可能被約束髮行額外的普通股或普通股等值物之合同、承諾、了解或安排。證券的發行與出售將不會使公司有義務向任何人（除購買方外）發行普通股或其他證券，並且將不會導致公司證券持有人對調整任何此類證券下的行使、轉換、交換或重置價格具有權利。公司的全部已發行股本股票經充分授權、有效發行、已全額支付且不可評估，已在遵守所有聯邦和州證券法的情況下發行，並且沒有任何這些現有股份是違反任何優先購買權或類似權利以認購或購買證券而發行的。證券的發行與出售無需任何股東、董事會或他方的進一步批准或授權。對公司股本的沒有任何股東協議、投票協議或其他類似協議，公司是協議方，或者公司知悉的公司股東之間或公司股東之間不存在。

(h)秒 報告；財務報表。除披露時間表中規定的情況外，公司已提交了所有報告、附表、表格， 公司根據《證券法》和《交易法》要求提交的報表和其他文件，包括根據 其中第 13 (a) 或 15 (d) 條，適用於本協議發佈之日之前的兩年（或公司法律要求的較短期限） 或關於提交此類材料的規定）（上述材料，包括其證物和以引用方式納入的文件） 其中，在本文中統稱爲”美國證券交易委員會報告”) 及時或已收到有效延期 在這樣的提交期限內，並且在任何此類延期到期之前提交了任何此類美國證券交易委員會報告。截至各自的日期， 美國證券交易委員會的報告在所有重要方面均符合《證券法》和《交易法》（如適用）的要求，以及 美國證券交易委員會的所有報告在提交時均未包含任何不真實的重大事實陳述，也未提及所要求的重大事實 根據發表聲明的情況，應在其中陳述或在其中作出陳述所必需， 不誤導。該公司已不再是受《證券法》第144（i）條約束的發行人，自該法以來已經過去了一年 公司向美國證券交易委員會提交了當前的10號表格信息並在之前提交了所有必需的年度和季度報告的時間 12 個月的期限。美國證券交易委員會報告中包含的公司財務報表在所有重大方面均符合適用條件 會計要求以及在提交報告時有效的委員會有關細則和條例.這樣 財務報表是按照一貫適用的美國公認會計原則編制的 所涉時期的依據（”GAAP”），除非此類財務報表中另有規定，或 附註，但未經審計的財務報表可能不包含 GAAP 要求的所有腳註，且所有腳註均公允列報 material 尊重公司及其合併子公司截至該日期的財務狀況和業績 截至該日止期間的運營和現金流量，如果是未經審計的報表，則以正常、非實質性的年底爲準 審計調整。

(i)Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option and restricted stock plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on the Disclosure Schedule, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j)Litigation. Except as may be disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k)Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer 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 U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l)Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority, or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m)Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(n)Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as may be disclosed in the SEC Reports, (ii) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, and (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance. Any and all Liens and claims against the Company, including the amounts of such Liens and the location of Lien filings, whether at the state or county level are set forth in the Disclosure Schedule.

(o)Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any and all Liens against the Company’s Intellectual Property filed with the United States Patent and Trademark Office are set forth in the Disclosure Schedule.

(p)Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of each Closing Date. Except as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance 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 GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(q)Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(r)No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Securities Act. For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act; provided, however, that Company Covered Persons do not include (a) any Purchaser, or (b) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and any Purchaser.

(s)Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as may be disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(t)No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or 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 cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(u)Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, whether or not shown or determined to be due on such returns, reports and declarations, and (iii) has set aside on its books provision reasonably adequate for the payment of all material 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 or of any Subsidiary know of no basis for any such claim.

(v)No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

3.2Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of each Closing Date to the Company as follows (unless as of a specific date therein):

(a)Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b)Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c)Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts any shares of Preferred Stock, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d)Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f)No “Bad Actor” Disqualification. Such Purchaser represents and warrants that neither (A) the Purchaser nor (B) any entity that controls the Purchaser or is under the control of, or under common control with, the Holder, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed in writing in reasonable detail to the Company. The Purchaser represents that the Purchaser has exercised reasonable care to determine the accuracy of the representation made by the Purchaser in this paragraph, and agrees to notify the Company if the Purchaser becomes aware of any fact that makes the representation given by the Purchaser hereunder inaccurate.

The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1Transfer Restrictions.

(a)The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

(b)The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE] HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are registered under a registration statement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.

(c)Certificates evidencing the Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the events described in clauses (i)-(iv) in the immediately preceding sentence if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any shares of Preferred Stock are converted at a time when there is an effective registration statement to cover the resale of the Conversion Shares, or if such Conversion Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Conversion Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Conversion Shares and without volume or manner-of-sale restrictions or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Conversion Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Conversion Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.

4.3Furnishing of Information; Public Information.

(a)The Company agrees to cause the Common Stock to be registered under Section 12(g) of the Exchange Act. Thereafter, until the date on which no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

(b)At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, the Company shall satisfy the current public information requirement under Rule 144(c).

4.4Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.5Conversion and Exercise Procedures. The form of Notice of Conversion included in the Certificate of Designation sets forth the totality of the procedures required of the Purchasers in order to convert the Preferred Stock. Without limiting the preceding sentences, no ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required in order to convert the Preferred Stock. No additional legal opinion, other information or instructions shall be required of the Purchasers to convert their Preferred Stock. The Company shall honor conversions of the Preferred Stock and shall deliver Conversion Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.6Securities Laws Disclosure; Publicity. The Company shall promptly following the date hereof, (a) issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Purchaser.

4.7Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.8Use of Proceeds. The Company shall use the proceeds from this offering for general corporate purposes.

4.9Reservation and Listing of Securities.

(a)The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents of the Conversion Shares.

(c)The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market an additional shares listing application covering all Conversion Shares, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation, and (iv) maintain the listing or quotation of such Common Stock on such date on such Trading Market or another Trading Market.

4.10[Reserved].

4.11Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall 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 Purchasers under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

ARTICLE V.

MISCELLANEOUS

5.1Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the applicable Closing with such Purchaser has not been consummated within five Business Days of the date hereof; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

5.2Fees and Expenses. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email set forth on the signature pages attached hereto at or prior to 5:30 p.m. (Denver, Colorado time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (Denver, Colorado time) on any Trading Day, (c) the second (2^nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.6Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any such rights.

5.8No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10 and this Section 5.8.

5.9Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Denver, Colorado. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Denver, Colorado for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient venue for such proceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for 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 other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10Survival. The representations and warranties contained herein shall survive each Closing and the delivery of the Securities.

5.11Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature 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 facsimile or “.pdf” signature page were an original thereof.

5.12Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion of the Preferred Stock, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion notice concurrently with the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Preferred Stock.

5.14Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights 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, 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.

5.17Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

5.18Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.

5.19Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.20Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.21Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.22放棄陪審團審判在任何由任何一方對另一方提起的在任何司法管轄區進行的訴訟中，各方各自明知且故意地，在適用法律許可的最大程度上，特此絕對、無條件、不可撤銷地且明確地永久放棄了陪審團審判。

(隨附簽名頁)

在此，各方已於上述首次指定日由其各自授權代表正式簽署本證券購買協議，以示證明

[本頁剩餘部分故意空白]

[購買者簽名頁]

[購買方簽署頁以證券購買協議]

爲此，各方已由其各自的授權簽署人引起本證券購買協議，並於上述日期作爲證明。

購買者姓名：_______________________________________

購買者授權簽署人簽名: _______________________________________

授權簽署人姓名: ___________________________

授權簽字人標題: _______________________________________

授權代表的電子郵件地址: _______________________________________

通知投資人的地址：

證券交付地址 (如果不同於通知地址)：

認購金額：$___________________________

訂閱人數

第1C系列優先股 $___________________________

類別的受益所有權

最大百分比  4.99%

[展品]