Organization. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority, and all licenses, permits, franchises, authorizations, consents and approvals of all Governmental Authorities, required to own its property and conduct its business, as now conducted, in all material respects.

Authorization. The Seller has all necessary corporate power and authority to execute and deliver this Amendment and the Warrant, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the issuance of the Warrant Shares upon exercise of the Warrant. The execution and delivery of each of the Amendment and the Warrant and the performance by the Seller of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Seller. Each of the Amendment and the Warrant has been duly executed and delivered by an authorized officer of the Seller. Each of the Amendment and the Warrant constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.

Valid Issuance. The Warrant Shares have been duly and validly authorized and reserved for issuance and, upon issuance pursuant to the terms of the Warrant against full payment therefor in accordance with the terms of the Warrant, will be duly and validly issued, fully paid and non-assessable and will be issued free and clear of any liens or other restrictions (other than restrictions on transfer under applicable state and federal securities laws), and the Purchaser shall be entitled to all rights accorded to a holder of Common Stock. The issuance and delivery of the Warrant does not, and the exercise in full of the Warrant and the issuance and delivery of the Warrant Shares thereupon will not, (i) obligate the Seller to offer to issue, or issue, shares of Common Stock or other securities to any Person pursuant to any preemptive rights, rights of first refusal, rights of participation or similar rights, or (ii) result in any adjustment (automatic, at the election of any Person or otherwise) of the exercise, conversion, exchange or reset price under, or any other anti-dilution adjustment pursuant to, any outstanding securities of the Seller. The offer and sale of the Warrant and the Warrant Shares to the Purchaser is, and will be, (A) exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) and (B) exempt from (or otherwise not subject to) the registration and qualification requirements of applicable securities laws of the states of the United States.

No Conflicts. The execution and delivery by the Seller of the Amendment and the Warrant, the performance by the Seller of its obligations hereunder or thereunder, and the consummation by the Seller of the transactions contemplated hereby or thereby (including the issuance of the Warrant Shares), will not (i) contravene, conflict with or violate any term or provision of any of the organizational documents of the Seller or any of its Subsidiaries, (ii) except as would not reasonably be expected to have a Material Adverse Effect, contravene, conflict with or violate, or give any Governmental Authority or other Person the right to exercise any remedy or obtain any relief under, any Applicable Law or any judgment, order, writ, decree, permit or license of any Governmental Authority to which the Seller or any of its Subsidiaries or any of their respective assets or properties may be subject or bound, or (iii) except as would not reasonably be expected to have a Material Adverse Effect, result in a breach or violation of, constitute a default (with or without notice or lapse of time, or both) under,

Governmental and Third Party Authorizations. The execution and delivery by the Seller of the Amendment and the Warrant, the performance by the Seller of its obligations hereunder and thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby (including the issuance of the Warrant Shares) do not require any consent, approval, license, order, authorization or declaration from, notice to, action or registration by, or filing with, any Governmental Authority or any other Person, except for (i) the filing of a Current Report on Form 8-K with the SEC and (ii) such consents, the failure of which to be obtained or made, would not reasonably be expected to have a Material Adverse Effect.

No Integration or Aggregation. The Seller has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be (i) integrated with the offer and issuance of the Warrant or Warrant Shares pursuant to this Amendment for purposes of the Securities Act or (ii) aggregated with prior offerings by the Seller for the purposes of the rules and regulations of the Nasdaq Global Select Market. Neither the Seller nor any of its Affiliates, its subsidiaries nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any Seller security or solicited any offers to buy any Seller security, under circumstances that would adversely affect reliance by the Seller on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder for the exemption from registration for the transactions contemplated hereby.

No Disqualification Events. Neither the Seller nor any of its (i) predecessors, (ii) Affiliates, (iii) directors, (iv) executive officers, (v) non-executive officers participating in the placement contemplated by this Amendment, (vi) beneficial owners of 20% or more of its outstanding voting equity securities (calculated on the basis of voting power), (vii) promoters or (viii) investment managers (including any of such investment managers’ directors, executive officers or officers participating in the placement contemplated by this Amendment) or general partners or managing members of such investment managers (including any of such general partners’ or managing members’ directors, executive officers or officers participating in the placement contemplated by this Amendment) is subject to the disqualification provisions of Rule 506(d)(1)(i-viii) of Regulation D under the Securities Act (a “Disqualification Event”). The Seller has complied, to the extent applicable, with its disclosure obligations under Rule 506(e).

Organization. The Purchaser is a limited liability partnership duly organized, validly existing and in good standing under the laws of Delaware.

Authorization. The Purchaser has all necessary limited partnership power and authority to execute and deliver the Amendment, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Amendment and the performance by the Purchaser of its obligations hereunder have been duly authorized by the Purchaser. The Amendment has been duly executed and delivered by the Purchaser. The Amendment constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and general equitable principles.

Accredited Investor. The Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated pursuant to the Securities Act.