Common use of Authority and Approval of Agreement; Binding Effect Clause in Contracts

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, and the performance by the Company of all of its Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company and its board of directors pursuant to all applicable Laws and no other corporate action or Consent on the part of the Company, its board of directors, stockholders or any other Person is necessary or required by the Company to execute this Agreement and the Transaction Documents, consummate the transactions contemplated herein and therein, perform all of Company’s Obligations hereunder and thereunder, or to issue the Securities, except such as have been already obtained or as may be required under the Securities Act or the rules and regulations of the SEC thereunder, state securities or blue sky laws, the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or The Nasdaq Stock Market LLC (“Nasdaq”). This Agreement and each of the Transaction Documents have been duly and validly executed by the Company (and the officer executing this Agreement and all such other Transaction Documents is duly authorized to act and execute same on behalf of the Company) and constitute the valid and legally binding agreements 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 and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company Borrower of the Amended and Restated Note, this Agreement Amendment, and the Transaction Documents to which it is a partyall other documents executed and delivered in connection herewith and therewith, and the performance by the Company Borrower of all of its Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrower and its board of directors pursuant to all applicable Laws laws, and other than the corporate action or resolutions delivered by the Borrower in connection with this Amendment, no other corporate action or Consent consent on the part of the CompanyBorrower, its board of directors, stockholders or any other Person is necessary or required by the Company Borrower to execute the Amended and Restated Note, this Agreement Amendment, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of Companythe Borrower’s Obligations hereunder and thereunder. The Amended and Restated Note, or to issue the Securitiesthis Amendment, except such as have been already obtained or as may be required under the Securities Act or the rules and regulations of the SEC thereunder, state securities or blue sky laws, the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or The Nasdaq Stock Market LLC (“Nasdaq”). This Agreement and each of the Transaction Documents documents executed and delivered in connection herewith and therewith, have been duly and validly executed by the Company Borrower (and the officer executing this Agreement Amendment and all such other Transaction Documents documents for Borrower is duly authorized to act and execute same on behalf of the CompanyBorrower) and constitute the valid and legally binding agreements of the CompanyBorrower, enforceable against the Company Borrower 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 and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company Borrowers of this Agreement Amendment, the Replacement Revolving Note, and the Transaction Documents to which it is a partyall other documents executed and delivered in connection herewith and therewith, and the performance by the Company Borrowers of all of its their Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company Borrowers and its their board of directors pursuant to all applicable Laws laws and other than the corporate action or resolutions delivered by the Borrowers in connection with this Amendment, no other corporate action or Consent on the part of the CompanyBorrowers, its their board of directors, stockholders or any other Person is necessary or required by the Company Borrowers to execute this Agreement Amendment, the Replacement Revolving Note, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of Company’s the Borrowers’ Obligations hereunder and thereunder, or to issue the Securities, except such as have been already obtained or as may be required under the Securities Act or the rules and regulations of the SEC thereunder, state securities or blue sky laws. This Amendment, the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or The Nasdaq Stock Market LLC (“Nasdaq”). This Agreement Replacement Revolving Note and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by the Company Borrowers (and the officer executing this Agreement Amendment and all such other Transaction Documents documents for each Borrower is duly authorized to act and execute same on behalf of the CompanyBorrowers) and constitute the valid and legally binding agreements of the CompanyBorrowers, enforceable against the Company Borrowers 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 and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The Company hereby represents and warrants to the Holder that (a) the execution and delivery by the Company of this Agreement Amendment, the Replacement Note, and the Transaction Documents to which it is a partyall other documents executed and delivered in connection herewith and therewith, and the performance by the Company of all of its Obligations obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company and its board of directors directors, managers, members, shareholders, and other Persons pursuant to all applicable Laws laws, and no other corporate or company action or Consent consent on the part of the Company, Company or its board of directors, stockholders stockholders, members, managers, or any other Person Person, is necessary or required by the Company to execute this Agreement Amendment, the Replacement Note, and the Transaction Documentsdocuments executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Company’s Obligations obligations hereunder and thereunder, or to issue the Securities, except such as have been already obtained or as may be required under the Securities Act or the rules thereunder and regulations of the SEC thereunder, state securities or blue sky laws(b) this Amendment, the rules and regulations of the Financial Industry Regulatory AuthorityReplacement Note, Inc. (“FINRA”) or The Nasdaq Stock Market LLC (“Nasdaq”). This Agreement and each of the Transaction Documents documents executed and delivered in connection herewith and therewith have been duly and validly executed by the Company (and the officer Person executing this Agreement Amendment, the Replacement Note, and all such other Transaction Documents documents for the Company is duly authorized to act and execute same on behalf of the Company) and constitute the valid and legally binding agreements 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 and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.