Common use of Authorization; Binding Obligations Clause in Contracts

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization authorization, execution and delivery of this Agreement for the sale and issuance of the Related Agreements, Shares pursuant hereto and for the performance of all the Company’s obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery Registration Rights Agreement of even date herewith (the Securities pursuant hereto and the Related Agreements “Registration Rights Agreement”) has been taken or will be taken prior to the Private Closing. The Each of this Agreement and the Related AgreementsRegistration Rights Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (a) as limited by applicable subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium or and other laws of general application affecting enforcement of creditors' rights, ’ rights generally and (b) subject further to general principles of equity that restrict equity. At the availability time of equitable remedies. The the Closing, the sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered When issued in accordance compliance with the terms provisions of this Agreement, the Shares will be valid validly issued, fully paid and binding obligations nonassessable, and will be free of any liens, claims, encumbrances or other restrictions other than restrictions on transfer under this Agreement, the Company’s amended and restated Charter, enforceable in accordance with their respective termsas amended from time to time, and under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed or any liens, claims, encumbrances or other restrictions entered into by the Purchaser.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Vote of Directors and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the " Transaction Documents "), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization authorization, execution and delivery of this Agreement for the sale and issuance of the Related Agreements, Shares pursuant hereto and for the performance of all the Company’s obligations of hereunder and the Registration Rights Agreement between the Company hereunder at each Closing and the authorizationPurchaser, sale, issuance and delivery to be dated of even date herewith (the Securities pursuant hereto and the Related Agreements “Registration Rights Agreement”) has been taken or will be taken prior to the Private Closing. The Each of this Agreement and the Related AgreementsRegistration Rights Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (a) as limited by applicable subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium or and other laws of general application affecting enforcement of creditors' rights, ’ rights generally and (b) subject further to general principles of equity that restrict equity. At the availability time of equitable remedies. The the Closing, the sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered When issued in accordance compliance with the terms provisions of this Agreement, the Shares will be valid validly issued, fully paid and binding obligations nonassessable, and will be free of any liens, claims, encumbrances or other restrictions other than restrictions on transfer under this Agreement, the Company’s Charter, enforceable in accordance with their respective termsas amended from time to time, and under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed or any liens, claims, encumbrances or other restrictions entered into by the Purchaser.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not not, and will not be be, subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreements to which the Company, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Designations and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The Except for an agreement dated November 20, 2000 with Cockfield Holdings, LLC ("Cockfielx"), (x) the sale of the Notes and Nxxxx xxx the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The with and (ii) the sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and thereunder and the authorization, sale, issuance and delivery of the Securities Shares pursuant hereto and the Related Agreements Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closingtaken. The This Agreement and the Related Agreements, when executed and delivered, will be valid and binding *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in the Investor Rights Agreement may be limited by applicable laws. The sale of the Notes Shares and the subsequent conversion of the Notes Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the its part of the Company, (including its officers, directors officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its obligations of hereunder and under the Company hereunder at each Ancillary Agreement on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements has Warrants have been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party there, will be its valid and binding obligations of the Company enforceable against it in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors' ’ rights, ; and (bii) general principles principals of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes into Conversion for the Note Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for the Warrant Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the "Transaction Documents"), the performance of all obligations of the Company hereunder at each Closing the applicable Closing, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the "Transaction Documents"), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders shareholders necessary for the authorization of this Agreement and the Related AgreementsTransaction Documents, the performance of all obligations of the Company hereunder and thereunder at each Closing the Closing, including the pledge of the Collateral as security for the Note, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Shares as payment under the Note, upon conversion of the Note and upon exercise of the Related Agreements Warrant has been taken or will be taken prior to the Closingtaken. The Agreement and the Related AgreementsTransaction Documents, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, (ii) according to general principles of equity that restrict the availability of equitable remedies and (biii) to the extent that the enforceability of the indemnification provisions of the Registration Rights Agreement may be limited by applicable laws. The Xxxxx Guaranty, when executed and delivered, will be a valid and binding obligation of Xxxxx enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) according to general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and Shares upon exercise of the subsequent Warrant, upon conversion of the Notes into Conversion Shares are Note or as payment under the Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective termsrefusal.

Authorization; Binding Obligations. All corporate action on the part of the CompanyBorrower , its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company Borrower hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company Borrower enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsAmendment and Reaffirmation of Security Agreement (collectively, the “Transaction Documents”), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Closing Shares has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion issuance of the Notes into Conversion Closing Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the WarrantsNote, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. The Company has all corporate right, power and authority to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby. All corporate action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization of this Agreement and the Related AgreementsRegistration Rights Agreement, (ii) the performance of all obligations of the Company hereunder at each Closing and thereunder, (iii) the authorization, sale, issuance and delivery of the Securities pursuant hereto Common Shares and the Related Agreements Warrants pursuant hereto, and (iv) the issuance and delivery of the Warrant Shares upon exercise of the Warrants, has been taken or will be taken prior to the Closing. The This Agreement and the Related AgreementsRegistration Rights Agreement, when duly executed and delivereddelivered by the Company, will be constitute valid and binding obligations of the Company Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other subject to laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rightsdebtors and the rules of law governing specific performance, injunctive relief or other equitable remedies, and (b) general principles to limitations of equity that restrict the availability of equitable remediespublic policy. The sale and issuance of the Notes Units, and the subsequent conversion exercise of the Notes into Conversion Shares Warrants, are not and will not be subject to any preemptive rights or rights of first refusal that have not properly been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective termsfulfilled.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Shares has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the WarrantsNote, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsSecurity Agreement (collectively, the “Transaction Documents”), the performance of all obligations of the Company hereunder at each Closing the applicable Closing, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies.

Authorization; Binding Obligations. All corporate action on the part of the CompanyBorrower , its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company Borrower hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company Borrower enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officersthe Subsidiaries and their respective members, directors managers, officers and stockholders directors, as applicable, necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes Convertible Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Designation and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, it and its officers, directors Subsidiaries (that are not Inactive Subsidiaries) (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all of its and its Subsidiaries' obligations of hereunder and under the Company hereunder at each Ancillary Agreements on the Closing and Date and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be its and its Subsidiaries' valid and binding obligations of the Company enforceable against each such Person in accordance with their terms, except (a) except: as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale issuance of the Notes and the subsequent conversion of the Notes Secured Convertible Term Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate corporate, partnership or limited liability company, as the case may be, action on the part of the Company, each Company and each of its officers, directors Subsidiaries (including their respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of each Company and its Subsidiaries hereunder and under the Company hereunder other Related Agreements at each the Initial Closing Date and/or the Deferred Draw Closing Date, as applicable, and the authorization, sale, issuance and delivery of the Securities pursuant hereto Notes and the Related Agreements Closing Shares has been taken or will be taken prior to the Closingapplicable closing date. The This Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the each Company and each of its Subsidiaries, enforceable against each such Person in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Closing Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement, the Note, the Warrant, the Registration Rights Agreement, the Funds Escrow Agreement and the Related AgreementsMortgage Documents (collectively, the "Transaction Documents"), the performance of all obligations of the Company hereunder at each the applicable Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The This Agreement and the Related Agreementsother Transaction Documents, when executed and delivereddelivered and to the extent that the Company is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the CompanyCompany and Databit, its officers, each of their respective officers and directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreements to which the Company or Databit is a party, respectively, the performance of all obligations of the Company and Databit hereunder at each the Closing and and, in the case of the Company only, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company and Databit enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. Authorization; Binding Obligations" \l 2. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the WarrantsNotes, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement and the Related AgreementsAgreements to which the Company, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Note and the Related Agreements Warrant has been taken or will be taken prior to the ClosingClosing and no further consent or authorization of the Company, its board of directors or stockholders is required. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes Note and the subsequent conversion of the Notes Note into Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants Warrant and the subsequent exercise of the Warrants Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Note and the WarrantsWarrant, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto and the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Notes Preferred Stock and the subsequent conversion of the Notes Preferred Stock into Conversion Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares Common Stock are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes Certificate of Vote of Directors and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement Agreement, the Related Agreements and the Related Spinout Agreements, the performance of all obligations of the Company hereunder and thereunder at each the Closing and the authorization, sale, issuance and delivery of the Securities Shares pursuant hereto and the Conversion Shares pursuant to the Restated Charter has been taken. The Agreement, the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Spinout Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in this Agreement, the Related Agreements and the Spinout Agreements may be limited by applicable laws. The sale of the Notes Shares and the subsequent conversion of the Notes Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at each the Closing and and, the authorization, sale, issuance and delivery of the Securities pursuant hereto Shares and the Related Agreements Warrants has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes and the subsequent conversion of the Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The sale issuance of the Warrants and the subsequent exercise of the Warrants for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes and the Warrants, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.