Common use of Authority; Due Execution Clause in Contracts

Authority; Due Execution. Borrower has the right, power and capacity to execute and deliver this Agreement and the other agreements entered into in connection with this Agreement and to perform its obligations under this Agreement and the other agreements entered into in connection with this Agreement to which it is a party to and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other agreements entered into in connection with this Agreement by Borrower and the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized and approved by Borrower’s board of directors and no further consent or authorization is required by the Borrower, its board of directors or its shareholders. This Agreement has been, and the other agreements entered into in connection with this Agreement will be as of the First Closing Date and each Subsequent Closing Date (each individually, a “Closing Date” and collectively, the “Closing Dates”), duly executed and delivered by Borrower and do or will, as the case may be, constitute the valid and binding agreement of Borrower, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

Authority; Due Execution. Borrower has the right, power and capacity to execute and deliver this Agreement and the other agreements entered into in connection with this Agreement and to perform its obligations under this Agreement and the other agreements entered into in connection with this Agreement to which it is a party to and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other agreements entered into in connection with this Agreement by Borrower and the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized and approved by Borrower’s 's board of directors and no further consent or authorization is required by the Borrower, its board of directors or its shareholders. This Agreement has been, and the other agreements entered into in connection with this Agreement will be as of the First Closing Date and each Subsequent Closing Date (each individually, a “"Closing Date” " and collectively, the “"Closing Dates”"), duly executed and delivered by Borrower and do or will, as the case may be, constitute the valid and binding agreement of Borrower, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforceability of creditors’ ' rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

Authority; Due Execution. Borrower The Company has the right, power and capacity to execute and deliver this Agreement and the other agreements entered into in connection with this Agreement and to perform its obligations under this Agreement and the other agreements entered into in connection with this Agreement to which it is a party to and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other agreements entered into in connection with this Agreement by Borrower the Company and the performance by Borrower the Company of its obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized and approved by Borrower(a) the Company’s board of directors directors, and no further consent or authorization (b) if necessary, its stockholders (other than such stockholder approval as is required necessary to increase the number of authorized shares of Common Stock so as to permit reservation by the Borrower, its board Company of directors or its shareholdersa sufficient number of shares of Common Stock necessary for conversion of all of the Shares). This Agreement has been, and the other agreements entered into in connection with this Agreement will be as of the First Closing Date and each Subsequent Closing Date (each individually, a “Closing Date” and collectively, the “Closing Dates”), duly executed and delivered by Borrower the Company and do or will, as the case may be, constitute the valid and binding agreement of Borrowerthe Company, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.