Common use of Authorization; Enforcement; Validity Clause in Contracts

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants in accordance with the terms hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement or any of the Transaction Documents and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents this Agreement by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby(including, including without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance shares of Conversion Shares and Warrant Shares, Common Stock) have been duly authorized by the Company’s Board board of Directors directors and no further filing, consent or authorization is required by the Company, its Board subsidiaries, their respective boards of Directors directors or its stockholderstheir stockholders or other governing body. This Agreement and the each other Transaction Documents have Document has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations obligation 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement the Transaction Documents and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, Securities have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders except for any filings which may be required to be made by the Company with the SEC or state securities administrators subsequent to the Closing. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the each other Transaction Documents, including without limitation its obligation Document to which it is a party and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation including, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesSecurities, have has been duly authorized by the Company’s Board of Directors and no further filing, consent or authorization (including any shareholder approval) is required by the CompanyBoard or otherwise, its Board except for any required filing regarding the issuance or listing of Directors or its stockholdersadditional securities with NASDAQ. This Agreement and the each other Transaction Documents Document have been duly executed and delivered by the Company, Company and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation to issue the Notes Notes, and Warrants to consummate the Purchase, in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesNotes, have been duly authorized by the Company’s Board of Directors and (other than the filing with the SEC of a Form D) no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholderstheir equityholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, Company and constitute the legal, valid 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 liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation Registration Rights Agreement and to issue the Notes and Warrants Purchased Shares in accordance with the terms hereof. The execution and delivery of this Agreement and the Transaction Documents Registration Rights Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Purchased Shares, have been duly authorized by the Company’s board of directors (the “Board of Directors and no Directors”). No further corporate consent or authorization is required by the Company, its the Board of Directors or its stockholdersthe Company’s stockholders in connection with the execution and delivery by the Company of this Agreement and the Registration Rights Agreement and the performance of the Company’s obligations hereunder and thereunder, including the issuance of the Purchased Shares. This Agreement and the other Transaction Documents Registration Rights Agreement have been duly executed and delivered by the Company, Company and constitute 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 Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite all necessary corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documentsto carry out its obligations hereunder (including, including without limitation its obligation to issue the Notes issuance of the Rights Shares, Rights Warrants and Warrants the Commitment Warrants) in accordance with the terms hereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of this Agreement, the transactions contemplated hereby and therebyperformance by the Company of its obligations hereunder (including, including without limitation limitation, the issuance of the Notes and the Rights Shares, Rights Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesCommitment Warrants), have been duly authorized by all requisite action on the Company’s Board part of Directors and no further consent or authorization is required by the Company, its Board and no other action on the part of Directors the Company is necessary to authorize the execution and delivery by the Company of this Agreement or its stockholdersthe consummation of the transactions contemplated by this Agreement. This Agreement and the other Transaction Documents have has been duly executed and delivered by the Company, and constitute this Agreement constitutes the legal, valid and binding obligations obligation 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 subject to bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of applicable to creditors’ rights generally and remediessubject to general principles of equity.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with transactions contemplated by this Agreement (collectively, the “Transaction Documents, including without limitation its obligation ”) and to issue the Notes Shares and the Warrants in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation and performance by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Shares, Warrants and the reservation for issuance and issuance of Conversion Warrant Shares and Warrant Shares(collectively, the “Securities”), have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersall requisite corporate action. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company, and . The Transaction Documents constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation Documents and to issue the Notes and Warrants Shares in accordance with the terms hereofhereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and therebythereby including, including without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board 's board of Directors directors and no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersstockholders or other governmental body. This Agreement has been, and the other Transaction Documents have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its 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 remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the other Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) (collectively, the “Transaction Documents, including without limitation its obligation ”) and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Common Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Investor Rights Agreement and the other Standstill Agreement, (together, the “Transaction Documents”) and to file, and perform its obligations under, the Transaction Documents, including without limitation its obligation and to issue the Notes and Warrants Shares in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation to issue and allot the Notes and Warrants Shares to the Buyer in accordance with the terms hereof. The execution and delivery of the Transaction Documents Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including including, without limitation the issuance of the Notes and the Warrants and limitation, the reservation for issuance and the issuance of Conversion Shares and Warrant the Shares, have been duly authorized by the Company’s Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholdersshareholders other than notification of the NASDAQ Capital Market (the “Principal Market”), which consent to the transactions contemplated hereby has been received by the Company as of the date hereof. This Agreement and the other Transaction Documents have has been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation including, with respect to the Company, its obligation to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, Shares have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, Company or its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, Company and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Securities in accordance with the terms hereof. The execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, Securities have been duly authorized by the Company’s Board of Directors and other than (i) the filing of a Form D under Regulation D of the 1933 Act, and (iv) such filings required under applicable securities or “Blue Sky” laws of the states of the United States, no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have has been duly executed and when delivered by the Company, and Company will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Note (collectively, the “Transaction Documents, including without limitation its obligation ”) and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants Note and the reservation for issuance and the issuance of Conversion Shares and Warrant the Repayment Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents Note have been duly executed and delivered by the Company, and constitute 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 that any rights to indemnity or contribution under the Transaction Documents may be limited by federal and state securities laws and public policy considerations.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under deliver each of this Agreement and the other Registration Rights Agreement in connection with the transactions contemplated hereby and thereby (collectively, the “Transaction Documents”), including without limitation its obligation and to issue and deliver the Notes and Warrants Securities in accordance with the terms hereofhereof and of the other Transaction Documents. The execution and delivery of the Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors of the Company (the “Company Board”) and no further consent or authorization is required by the Company, its Board of Directors Company or its stockholdersshareholders. This Agreement and the other Transaction Documents dated as of the date hereof have been duly executed and delivered by the Company, and constitute 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 fraudulent transfer, preference or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediesgeneral principles of equity.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation to issue the Notes Conversion Shares and Warrants Registrable Settlement Securities in accordance with the terms hereof. The execution and delivery of the Transaction Documents Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesRegistrable Settlement Securities, have been duly authorized by the Company’s 's Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders, except for the filing of the Conversion Agreement 8-K Filing and the registration statement(s) contemplated by Section 4 hereunder. This Agreement and the other Transaction Documents have has been duly executed and delivered by the Company, and shall constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement the Transaction Documents and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes Common Shares and the Warrants and the reservation for issuance and the issuance of Conversion the Warrant Shares and issuable upon exercise of the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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’ creditor’s rights and remedies.

Authorization; Enforcement; Validity. The Company has the all requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, and the other Transaction Documentstransactions contemplated hereby, including without limitation its obligation and to issue and sell the Notes and Warrants Common Stock in accordance with the terms hereof. The execution and delivery of this Agreement and the Transaction Documents related documents attached hereto (which are incorporated herein by reference) by the Company Company, and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Purchase Shares and Warrant Commission Shares, have been duly authorized by the Company’s 's Board of Directors Directors, and no further consent or authorization is required by the Company, its 's Board of Directors or its stockholdersshareholders. This Agreement and shall be, on the other Transaction Documents have been Commencement Date, duly executed and delivered by the Company. Upon execution, and constitute the legalthis Agreement shall constitute, 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Note and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents, including without limitation its obligation ") and to issue the Notes and Warrants Note in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, have Note has been duly authorized by the Company’s Board 's board of Directors directors and no further consent filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Warrants and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents"), including without limitation its obligation and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation and performance by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesSecurities, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by of the Company, its 's Board of Directors or its stockholders. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company, and . The Transaction Documents constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement the Transaction Documents and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes Common Shares and the Warrants and the reservation for issuance and the issuance of Conversion the Warrant Shares and issuable upon exercise of the Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Registration Rights Agreement, (together, the “Transaction Documents”) and to file, and perform its obligations under, the Transaction Documents, including without limitation its obligation and to issue the Notes and Warrants Shares in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders (including, without limitation, pursuant to Rule 4350 of the Nasdaq Marketplace Rules). This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Exchange Transaction Documents, including without limitation its obligation Document and to issue the Notes New Common Shares and the New Warrants in accordance with the terms hereofhereof and thereof. The execution and delivery of this Agreement and the other Exchange Transaction Documents Document by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes New Common Shares and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesNew Warrants, have been duly authorized by the Company’s 's Board of Directors and no further consent filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Each Exchange Transaction Documents have Document has been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Irrevocable Transfer Agent Instructions (as defined in Section 5(b)) (collectively, the “Transaction Documents, including without limitation its obligation ”) and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesSecurities, have been duly authorized by the Company’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and Company constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and the other Irrevocable Transfer Agent Instructions (as defined in Section 5) (collectively, the “Transaction Documents, including without limitation its obligation ”) and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Common Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement the Transaction Documents and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes Common Shares and the Warrants and the reservation for issuance and the issuance of Conversion the Warrant Shares and issuable upon exercise of the Warrant Shares, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation to issue the Notes New Notes, and Warrants to consummate the Exchange and Purchase, in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesNew Notes, have been duly authorized by the Company’s Board of Directors and (other than the filing with the SEC of a Form D) no further consent filing, consent, or authorization is required by the Company, its Board of Directors Directors, or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid 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 liquidation, or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement each of the Transaction Documents in connection with the transactions contemplated hereby and the other Transaction Documentsthereby, including without limitation its obligation and to issue and deliver the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants Securities and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors of the Company (the “Company Board”) and no further consent or authorization is required by the Company, its Board of Directors Company or its stockholders. This Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the Company, and constitute 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 remediesEnforceability Exceptions.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under each of this Agreement and the other Transaction Documents, including without limitation its obligation Share Lending Agreement and to issue the Notes and Warrants Borrowed Shares in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents this Agreement and the Share Lending Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance and sale of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Borrowed Shares, have been duly authorized by the Company’s Board board of Directors directors and no further consent or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents Share Lending Agreement have been duly authorized, executed and delivered by the Company, Company and constitute each of this Agreement and the Share Lending Agreement are the legal, valid and binding obligations of the Company, enforceable against the Company it 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, and each of the other Transaction DocumentsDocuments and, including without limitation its obligation subject to the TASE Approval, to issue the Notes and Warrants Bonus Shares, including the Milestone Shares, in accordance with the terms hereofhereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Bonus Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by from the Company, its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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 remediesremedies (the “Bankruptcy and Equity Exceptions”).

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction DocumentsRegistration Rights Agreement, including without limitation its obligation and to issue the Notes and Warrants Shares in accordance with the terms hereof. The hereof and thereof, (ii) the execution and delivery of this Agreement and the Transaction Documents by the Company Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This stockholders (except such stockholder approval as may be required pursuant to the rules of the Principal Market (as defined in Section 4(f) below)), (iii) this Agreement and the other Transaction Documents Registration Rights Agreement have been duly executed and delivered by the Company, Company and (iv) this Agreement and the Registration Rights Agreement constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement the Transaction Documents and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Shares in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation the issuance of the Notes and the Warrants and limitation, the reservation for issuance and issuance of Conversion Shares and Warrant the Shares, have been duly authorized by the Company’s Board of Directors and any other filings as may be required by any state securities agencies no further consent filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants Purchased Shares in accordance with the terms hereof. The execution and delivery of the Transaction Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Purchased Shares, have been duly authorized by the Company’s board of directors (the “Board of Directors and no Directors”). No further corporate consent or authorization is required by the Company, its the Board of Directors or its stockholdersthe Company’s stockholders in connection with the execution and delivery by the Company of this Agreement and the performance of the Company’s obligations hereunder, including the issuance of the Purchased Shares. This Agreement and the other Transaction Documents have has been duly executed and delivered by the Company, Company and constitute constitutes the legal, valid and binding obligations obligation 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 Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Registration Rights Agreement, (together, the "TRANSACTION DOCUMENTS") and to file, and perform its obligations under, the Transaction Documents, including without limitation its obligation and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes Shares and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesWarrants, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other The Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the each other Transaction Documents, including without limitation its obligation Document to which it is a party and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation including, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesSecurities, have has been duly authorized by the Company’s Board of Directors and no further filing, consent or authorization (including any shareholder approval) is required by the CompanyBoard or otherwise, its Board except for any required filing regarding the issuance or listing of Directors or its stockholdersadditional securities with NYSE. This Agreement and the each other Transaction Documents Document have been duly executed and delivered by the Company, Company and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents, including without limitation its obligation ") and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Common Shares, have been duly authorized by the Company’s Board 's board of Directors directors and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies), no further consent filing, consent, or authorization is required by the Company, its Board board of Directors directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation Documents to which it is a party and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of this Agreement and the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and the issuance of the Conversion Shares and Warrant Shares, have been duly authorized by the Company’s Board board of Directors directors (“Board”), and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersstockholders (other than the stockholder approval contemplated by Section 7(j)). This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Each of the Company and the Subsidiaries is a duly organized and validly existing corporation or limited liability company and has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation to issue the Notes and Warrants in accordance with the terms hereofAgreement. The execution and delivery of the Transaction Documents this Agreement by the Company and the Subsidiaries, and the consummation by the Company of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant Shareshereby, have been duly authorized by the Company’s Board respective boards of Directors directors of the Company and the Subsidiaries, and no further consent or authorization is required by the Company, its Board the Subsidiaries or their respective boards of Directors directors or its stockholdersshareholders. This Agreement and the other Transaction Documents have has been duly executed and delivered by the CompanyCompany and each of the Subsidiaries, and constitute the legal, this Agreement constitutes a valid and binding obligations obligation of each of the CompanyCompany and the Subsidiaries , enforceable against each of the Company and the Subsidiaries 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction DocumentsRegistration Rights Agreement (collectively, including without limitation its obligation the "TRANSACTION DOCUMENTS") and to issue the Notes and Warrants Securities in accordance with the terms hereofhereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Common Shares and Warrant Shares, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute 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.

Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents, including without limitation its obligation and to issue the Notes Convertible Note and Warrants the Warrant and any shares of Common Stock issuable upon conversion or exercise of the Convertible Note or Warrant (the “Shares” and together with the Convertible Note and the Warrant, the “Securities”) in accordance with the terms hereofthereof. The execution and delivery of the Transaction Documents by the Company and the consummation and performance by the Company of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Shares and Warrant SharesSecurities, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholdersall requisite corporate action. This Agreement and the other The Transaction Documents have been duly executed and delivered by the Company, and . The Transaction Documents constitute 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.

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and (collectively, the other "Transaction Documents"), including without limitation its obligation and to issue the Notes and Warrants Securities in accordance with the terms hereof. The hereof and thereof; (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Conversion Common Shares and Warrant Shares, have been duly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and ; (iii) the other Transaction Documents have been duly executed and delivered by the Company, ; and (iv) the Transaction Documents constitute 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.