Common use of Authority; Enforceability Clause in Contracts

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a the valid and binding agreement of the Company, enforceable in accordance with its their terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to creditors’ rights generally, or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.thereunder;

Authority; Enforceability. This Agreement has been duly ------------------------- authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. The Company has the power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and is a the valid and binding agreement of the Company, enforceable in accordance with its terms, terms subject to: (i) laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar laws the relief of general applicability relating to or affecting creditors' rights generally debtors; and to (ii) general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company. The Company has full corporate power and authority necessary to enter into deliver this Agreement and to perform its the obligations hereunder and all other agreements entered into by the Company relating heretoset forth in this Agreement.

Authority; Enforceability. This Agreement has and any other agreements delivered in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into this Agreement and deliver the Transaction Documents and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations thereunder. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has been duly -------------------------- authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, and validly executed and delivered by the Company and, assuming due execution and is a valid and delivery of this Agreement by the other parties hereto, constitutes the binding agreement obligation of the Company enforceable against it in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar laws of general applicability relating to or Laws affecting creditors' ’ rights generally generally, and to general by principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement and each other agreement entered into in connection herewith has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and such other agreements, and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has been duly authorized, and validly authorized and executed and delivered by the Company Partnership and is a constitutes the legal, valid and binding agreement obligations of the Partnership, enforceable in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization and similar other laws of general applicability relating to or affecting creditors' ’ rights generally and to by general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretoequity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. This The execution and delivery of this Agreement has and the consummation of the transactions contemplated by this Agreement have been duly authorized. This Agreement constitutes the legal, executed and delivered by the Company and is a valid and binding agreement of Customer, enforceable against Customer in accordance with its terms, subject to terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or Laws affecting creditors' rights generally and to general generally, or by principles governing the availability of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretoequitable remedies).

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.entered

Authority; Enforceability. This Agreement has been duly authorized, and validly executed and delivered by such Member and, assuming due execution and delivery of this Agreement by the Company and is a valid and other parties hereto, constitutes the binding agreement obligation of such Member enforceable against such Member in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and reorganization or similar laws of general applicability relating to or Laws affecting creditors' ’ rights generally generally, and to general by principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has Agreement, the Note, Warrants, and the other Transaction Documents have been duly authorized, executed and delivered by the Company and is a are valid and binding agreement agreements of the Company enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has and any other agreementsor documents delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Company Creditor and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company Creditor has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company Investor and is a valid and binding agreement agreement, enforceable against Investor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement, the issuance of the Securities and any other agreements delivered together with this Agreement has or in connection herewith have been duly authorized, executed and delivered by the Company and is a are valid and binding agreement agreements of the Company enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed executed, and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has agreement or any other agreement or exhibits delivered in connection herewith have been duly authorized, executed and delivered by the Company and is a are valid and binding agreement agreements of the Company, enforceable in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to creditors’ rights generally, or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement agreement or any other agreement or exhibit delivered in connection herewith and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.thereunder;

Authority; Enforceability. This Agreement has and the other Transaction Documents have been duly authorized, validly executed and delivered by the Company Purchaser and is a are valid and binding agreement agreements, enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company Purchaser has full corporate power and authority necessary to enter into this Agreement and the other Transaction Documents and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Company. This Agreement has been duly authorizedconstitutes the legal, executed and delivered by the Company and is a valid and binding agreement of Company, enforceable against Company in accordance with its terms, subject to terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general generally, or by principles governing the availability of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretoequitable remedies).

Authority; Enforceability. This Agreement has and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Company Buyers and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Company. This Agreement has been duly authorizedconstitutes the legal, executed and delivered by the Company and is a valid and binding agreement of Company, enforceable against Company in accordance with its terms, subject to terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general generally, or by principles governing the availability of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.equitable remedies). (c)

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate 3 power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company Company, and is a valid and binding agreement on the Company, enforceable in accordance with its their terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to creditors’ rights generally, or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its their obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a Subsidiaries (as applicable) and are valid and binding agreement agreements of the Company enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Company Investor and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.and

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a the valid and binding agreement of the Company, enforceable in accordance with its terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to creditors’ rights generally, or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement Agreement, the agreements contemplated hereby, issue the Securitires, file the certificate of designation for Series A Preferred Stock and to carry out the provisions of the same and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.thereunder;

Authority; Enforceability. (i) This Agreement has been duly authorized, authorized by all necessary corporate action of Company. This Agreement has been duly executed and delivered by the Company and is constitutes a valid and legally binding agreement obligation of Company and enforceable against Company respectively in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles generally, or the availability of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretoequitable remedies.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company Subscriber and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Company Subscriber relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement agreements enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its their obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement agreements of the Company enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has Agreement, the Note and the other Transaction Documents have been duly authorized, executed and delivered by the Company and is a are valid and binding agreement agreements of the Company enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has and any other agreements or documents delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Company Shareholder and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company Shareholder has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a the valid and binding agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a the valid and binding agreement of the Company, enforceable in accordance with its their terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to creditors’ rights generally, or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Company Buyer and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating hereto.

Authority; Enforceability. This Agreement has been duly ------------------------- authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.

Authority; Enforceability. This Agreement has and the Transaction Documents have been duly authorized, executed and delivered by the Company and is a are valid and binding agreement agreements enforceable in accordance with its their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into this Agreement and deliver the Transaction Documents and to perform its their obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a the valid and binding agreement of the Company, enforceable in accordance with its their terms, subject to except as may be limited by bankruptcy, Exhibit 10.1 insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to creditors’ rights generally, or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretothereunder.

Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and the . The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder and all other agreements entered into by the Company relating heretohereunder.