Common use of Authority; Validity and Enforceability Clause in Contracts

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including without limitation the filing of the Certificate of Designations, the issuance of the Series C Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Validity and Enforceability. The Company has the requisite corporate power and authority to execute and deliver enter into this Agreement, the Amendment, the Registration Agreement and to consummate the transactions contemplated herebyPledge Agreement. The execution, delivery and performance by the Company of this Agreement, the Amendment, the Registration Agreement and the Pledge Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (including without limitation the filing of the Certificate of Designations, the issuance of the Series C Preferred Stock, the Warrants and the issuance and reservation for issuance registration of the Conversion Shares and Warrant Sharesthe pledge of collateral pursuant to the Pledge Agreement), has been duly authorized by all requisite necessary corporate action on the part of the Company. This Each of this Agreement, the Amendment, the Registration Agreement and the Pledge Agreement has been duly validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto) each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, . The Securities have been duly and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)validly authorized for issuance by the Company.