Common use of Authority; Validity and Effect of Agreement Clause in Contracts

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documents, perform its obligations thereunder, and conduct the Offering. The execution and delivery of each of the Transaction Documents by the Company, the performance by the Company of its obligations thereunder, the transactions contemplated thereby, the Offering, and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are necessary to authorize each of the Transaction Documents or the Offering. Each of the Transaction Documents has been duly and validly executed and delivered by the Company and, assuming that each has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable with no personal liability resulting solely from the ownership of such Securities and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documentsthis Agreement, perform its obligations thereunderunder this Agreement, and conduct the Offering. The execution and delivery of each of the Transaction Documents this Agreement by the Company, the performance by the Company of its obligations thereunderhereunder, the transactions contemplated thereby, the Offering, Offering and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are necessary to authorize each of the Transaction Documents this Agreement or the Offering. Each of the Transaction Documents This Agreement has been duly and validly executed and delivered by the Company and, assuming that each it has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such Securities shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documents, this Agreement and perform its obligations thereunder, and conduct the Offeringunder this Agreement. The execution and delivery of each of the Transaction Documents this Agreement by the Company, the performance by the Company of its obligations thereunder, the transactions contemplated thereby, the Offering, hereunder and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are is necessary to authorize each of the Transaction Documents or the Offeringthis Agreement. Each of the Transaction Documents This Agreement has been duly and validly executed and delivered by the Company and, assuming that each it has been duly authorized, executed and delivered by PurchaserEmployee, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such Securities shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documentsthis Agreement, perform its obligations thereunderunder this Agreement, and conduct the Offering. The execution and delivery of each of the Transaction Documents this Agreement by the Company, the performance by the Company of its obligations thereunderhereunder, the transactions contemplated thereby, the Offering, Offering and all other necessary corporate action on the part of the Company have been duly authorized by its board Board of directorsDirectors, and no other corporate proceedings on the part of the Company are is necessary to authorize each of the Transaction Documents this Agreement or the Offering. Each of the Transaction Documents This Agreement has been duly and validly executed and delivered by the Company and, assuming that each it has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable Common Stock Purchase Shares with no personal liability resulting solely from the ownership of such Securities shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documents, this Agreement and perform its obligations thereunder, and conduct the Offeringunder this Agreement. The execution and delivery of each of the Transaction Documents this Agreement by the Company, the performance by the Company of its obligations thereunder, the transactions contemplated thereby, the Offering, hereunder and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are is necessary to authorize each of the Transaction Documents or the Offeringthis Agreement. Each of the Transaction Documents This Agreement has been duly and validly executed and delivered by the Company and, assuming that each it has been duly authorized, executed and delivered by PurchaserEmployee, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities shares of Common Stock issuable upon exercise of the New Option have been duly authorized reserved for issuance upon exercise of the New Option and, when issued and paid for in accordance with this Agreementthe New Option, will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, with no personal liability resulting solely from the ownership of such Securities shares, and will be free and clear of all liens, charges, restrictions, claims and in encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documentsthis Agreement, perform its obligations thereunderunder this Agreement, and conduct engage in the Offering. The execution and delivery of each of the Transaction Documents this Agreement by the Company, the performance by the Company of its obligations thereunderhereunder, the transactions contemplated thereby, the Offering, Offering and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are is necessary to authorize each of the Transaction Documents this Agreement or the Offering. Each of the Transaction Documents This Agreement has been duly and validly executed and delivered by the Company and, assuming that each it has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such Securities shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite hax xxx xxquisite corporate power and authority to execute and deliver each of the Transaction Documentsthis Agreement, perform its obligations thereunderunder this Agreement, and conduct the Offering. The execution and delivery of each of the Transaction Documents this Agreement by the Company, the performance by the Company of its obligations thereunderhereunder, the transactions contemplated thereby, the Offering, Offering and all other necessary corporate action on the part of the Company have been duly authorized by its board Board of directorsDirectors, and no other corporate proceedings on the part of the Company are is necessary to authorize each of the Transaction Documents this Agreement or the Offering. Each of the Transaction Documents This Agreement has been duly and validly executed and delivered by the Company and, assuming that each it has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such Securities shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documents, perform its obligations thereunder, and conduct the Offering. The execution and delivery of each of the Transaction Documents by the Company, the performance by the Company of its obligations thereunder, the transactions contemplated thereby, the Offeringprivate placement, and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are necessary to authorize each of the Transaction Documents or the Offeringprivate placement. Each of the Transaction Documents has been duly and validly executed and delivered by the Company and, assuming that each has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable with no personal liability resulting solely from the ownership of such Securities and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documents, perform its obligations thereunder, and conduct the Offering. The execution and delivery of each of the Transaction Documents by the Company, the performance by the Company of its obligations thereunder, the transactions contemplated thereby, the Offering, and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are necessary to authorize each of the Transaction Documents or the Offering. Each of the Transaction Documents has been duly and validly executed and delivered by the Company and, assuming that each has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable with no personal liability resulting solely from the ownership of such Securities Shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documents, perform its obligations thereunder, and conduct the Offering. The execution and delivery of each of the Transaction Documents by the Company, the performance by the Company of its obligations thereunder, the transactions contemplated thereby, the Offering, and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are necessary to authorize each of the Transaction Documents or the Offering. Each of the Transaction Documents has been duly and validly executed and delivered by the Company and, assuming that each has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable with no personal liability resulting solely from the ownership of such Securities and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Warrant Shares.

Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver each of the Transaction Documentsthis Agreement, perform its obligations thereunderunder this Agreement, and conduct engage in the OfferingTransaction. The execution and delivery of each of the Transaction Documents this Agreement by the Company, the performance by the Company of its obligations thereunderhereunder, the transactions contemplated thereby, the Offering, Transaction and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company are is necessary to authorize each of the Transaction Documents this Agreement or the OfferingTransaction. Each of the Transaction Documents This Agreement has been duly and validly executed and delivered by the Company and, assuming that each it has been duly authorized, executed and delivered by Purchaser, each constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Securities Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be be: (A) validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such Securities shares, and will be (B) free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company, other than the restrictions imposed upon the Shares under applicable federal and state securities laws.