Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Primary Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Underlying Shares issuable upon exercise conversion or exercise, as applicable, of the New Warrant Primary Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has and each of its Material Subsidiaries have the requisite power and authority to enter into and perform its obligations under this Agreement, the Initial Exchange Agreement, the Security Documents, the Guaranties, the New Warrant Exchanged Securities, the Exchanged Securities, as applicable, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement or the Initial Exchange Documents and to consummate the Transaction Agreement (including, without limitationcollectively, the issuance of “Exchange Documents”) and the Company has the requisite power and authority to issue the New Warrant Exchanged Securities in accordance with the terms hereof and thereof). As of the Closing Date, the The execution and delivery of the Exchange Documents by the Company and the Material Subsidiaries and the consummation by the Company and the Material Subsidiaries of the transactions contemplated hereby and thereby, has been duly authorized by the Company's Board of Directors and the governing body of the Material Subsidiaries, including, without limitation, the approval by the Company’s Board of Directors of the issuance of the New Warrant Exchanged Convertible Note and the reservation for issuance and issuance of the New Warrant Exchanged Conversion Shares issuable upon exercise conversion of the New Warrant will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) Exchanged Convertible Note, and no further filing, consent, or authorization will be is required by the Company, its Board of Directors Directors, any board of directors or its stockholders (other than such filings as may be required by managers of any federal Material Subsidiary or state securities laws, rules or regulations)any of their stockholders. This Agreement has been and, as of the Closing Date, and the other Exchange Documents to which the Company is a party will have been, been duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders shareholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Preferred Shares in accordance with the terms hereof and thereofthe reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations). As of the Closing Date, the The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Preferred Shares in accordance with the terms hereof and the reservation for issuance and issuance of the New Warrant Conversion Shares issuable upon exercise in accordance with the terms of the New Warrant will have Certificate of Designations, has been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and and, except for the Required Approvals, no further filing, consent, or authorization will be is required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, and the other Exchange Documents to which the Company is a party will have been, been duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Shares and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Transaction Documents and to consummate the Transaction (including, without limitation, the purchase of the Amended and Restated Note, and, if applicable, the issuance of the New Warrant Shares and the reservation for issuance and issuance of the Top-Up Shares issuable in accordance with the terms hereof and thereofthis Agreement). As of the Closing Date, the execution and delivery of the Exchange Transaction Documents by the Company Purchaser and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby, including, without limitation, the purchase of the Amended and Restated Note, and, if applicable, the issuance of the New Warrant Shares and the reservation for issuance and issuance of the New Warrant Top-Up Shares issuable upon exercise of the New Warrant in accordance with this Agreement will have been duly authorized by the CompanyPurchaser’s Board of Directors (or a duly authorized committee thereof) and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)) no further filing, consent, or authorization will be required by the CompanyPurchaser, its Board of Directors or its stockholders shareholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Transaction Documents to which the Company Purchaser is a party will have been, duly executed and delivered by the CompanyPurchaser, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the CompanyPurchaser, enforceable against the Company Purchaser 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal federal, provincial or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Agreement and each of the other agreements entered into by the parties hereto and certificates to which it is a party in connection with the transactions contemplated by this Agreement, the Merger Agreement, the New Investor Exchange Documents Agreements, the Affiliate Investor Exchange Agreements, the Company Series A Certificate of Designations, the Registration Statement, the certificate of designations for the Company B Preferred Stock and the Investor Warrants (as defined in the New Investor Exchange Agreements) (collectively, the “Exchange Documents”) and to consummate issue the Transaction (including, without limitation, the issuance of the New Warrant Company Preferred A Shares in accordance with the terms hereof and thereof). As of the Closing Date, the The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant will Company Preferred A Shares, have been duly authorized by board of directors of the Company’s Board Company and, other than (i) such filings required under applicable securities or “Blue Sky” laws of Directors the states of the United States and (or a duly authorized committee thereofii) and such consents described on Schedule 4(c)(ii) attached hereto, no further filing, consent, or authorization will be is required by the Company, Company or of its Board board of Directors directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, and the other Exchange Documents to which the Company it is a party will have been, been duly executed and delivered by the Company, Company and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawsremedies.

Authorization and Binding Obligation. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Warrant Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Transactions (including, without limitation, the issuance of the New Warrant Preferred Shares in accordance with the terms hereof and thereofthe reservation for issuance and issuance of the Final Closing Exchange Shares in accordance herewith and/or pursuant to the Series C Certificate of Designations, as applicable). As of the Closing Date, the The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Preferred Shares in accordance with the terms hereof and the reservation for issuance and issuance of the New Warrant Final Closing Exchange Shares issuable upon exercise in accordance herewith and/or pursuant to the Series C Certificate of the New Warrant will have Designations, as applicable, has been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be is required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, and the other Exchange Documents to which the Company is a party will have been, been duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Note and the New Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the granting of the Right hereunder and the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the granting of the Right hereunder, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Underlying Shares issuable upon exercise conversion or exercise, as applicable, of the Right, the New Warrant Note and the New Warrant, will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Primary Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant Primary Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders shareholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Exchange Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Exchange (including, without limitation, the issuance of the New Warrant Exchange Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Exchange Primary Securities and the reservation for issuance and issuance of the New Exchange Warrant Shares issuable upon exercise of the New Exchange Warrant will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Primary Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Underlying Shares issuable upon exercise conversion or exercise, as applicable, of the New Warrant Primary Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this AgreementAgreement and issue the Waiver Shares, the New Warrant Rights and the Reserved Shares (as defined below) (collectively, the “Securities”) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant this in accordance with the terms hereof and thereof)hereof. As of the Closing Date, the The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Waiver Shares, the issuance of the Rights and the reservation for issuance and issuance of the New Warrant Reserved Shares issuable upon exercise of the New Warrant will have Rights has been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be is required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Note and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Note in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Note and the reservation for issuance and issuance of the New Warrant Conversion Shares issuable upon exercise conversion of the New Warrant Note will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Exchange Documents and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Exchange (including, without limitation, the issuance of the New Warrant Exchange Note in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Exchange Note and the reservation for issuance and issuance of the New Warrant Exchange Shares issuable upon exercise conversion of the New Warrant Exchange Note will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)shareholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and Settlement Document to consummate the Transaction which it is a party (including, without limitation, the Transfer and the reservation for issuance and issuance of the New Warrant in accordance with the terms hereof and thereofHolder Rights Shares). As of the Closing Settlement Date, the execution and delivery of the Exchange Settlement Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Transfer, and the reservation for issuance and issuance of the New Warrant Rights Shares issuable upon exercise of the New Warrant Rights will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such the filing with the Securities and Exchange Commission (the “SEC”) of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any federal or state securities laws, rules or regulationsagencies). This Agreement has been and, as of the Closing Settlement Date, the other Exchange Settlement Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Series A Preferred Stock and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Series A Preferred Stock in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Series A Preferred Stock and the reservation for issuance and issuance of the New Warrant Shares shares of Common Stock issuable upon exercise conversion of the New Warrant Series A Preferred Stock will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 2 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.