Common use of Authorization; No Conflicts; Authority Clause in Contracts

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this Agreement, the Warrants and the Warrant Agent Agreement and the issuance and sale of the Securities and the consummation of the transactions contemplated by the this Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) have been duly authorized by all necessary corporate action, and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal and binding obligations of the Company, enforceable in accordance with their terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. All corporate action required to be taken for the authorization, issuance and sale of the Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants and the Warrant Agent Agreement and the consummation of the transactions therein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule, regulation or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), except in the case of clauses (i) and (iii) as would not result in a Material Adverse Effect.

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this This Agreement, the Warrants and the Warrant Agent Custody Agreement and the issuance and sale Power of the Securities and the consummation of the transactions contemplated by the this Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) Attorney have each been duly authorized authorized, executed and delivered by all necessary corporate action, or on behalf of such Selling Stockholder and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal each constitutes a valid and binding obligations agreement of the Companysuch Selling Stockholder, enforceable in accordance with their its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. All corporate action required to be taken for the authorization, issuance The execution and sale of the Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants Custody Agreement and the Warrant Agent Agreement Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not (iA) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries such Selling Stockholder is a party or by which the Company or any of its subsidiaries such Selling Stockholder is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectbound, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (iiB) result in any violation of the provisions of the such Selling Stockholder’s charter or by-laws (or similar organizational documents of the Company or any of its subsidiaries documents) or (iiiC) result in the violation of any law or statute or any judgmentlaw, orderregulation, rule, regulation order or decree of applicable to such Selling Stockholder; no consent, approval, authorization or order of, or filing with, any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over body is required for the Company execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or any for the consummation of its subsidiaries or any the transactions contemplated hereby and thereby, including the sale of their properties or assets (each, a “Governmental Authority”)the Securities being sold by such Selling Stockholder, except in such as may be required under the case Securities Act or state securities laws or blue sky laws or the rules of clauses (i) FINRA. Such Selling Stockholder has full power and (iii) as would not result in a Material Adverse Effectauthority to enter into this Agreement, the Custody Agreement and the Power of Attorney and to consummate the transactions contemplated hereby and thereby, including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this This Agreement, the Warrants and the Warrant Agent Custody Agreement and the issuance and sale Power of the Securities and the consummation of the transactions contemplated by the this Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) Attorney have each been duly authorized authorized, executed and delivered by all necessary corporate action, or on behalf of such Selling Stockholder and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal each constitutes a valid and binding obligations agreement of the Companysuch Selling Stockholder, enforceable in accordance with their its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. All corporate action required to be taken for the authorization, issuance The execution and sale of the Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants Custody Agreement and the Warrant Agent Agreement Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not (iA) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries such Selling Stockholder is a party or by which the Company or any of its subsidiaries such Selling Stockholder is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectbound, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (iiB) result in any violation of the provisions of the such Selling Stockholder’s charter or by-laws (or similar organizational documents of the Company or any of its subsidiaries documents) or (iiiC) result in the violation of any law or statute or any judgmentlaw, orderregulation, rule, regulation order or decree of applicable to such Selling Stockholder. No consent, approval, authorization or order of, or filing with, any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over body is required for the Company execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or any for the consummation of its subsidiaries or any the transactions contemplated hereby and thereby, including the sale of their properties or assets (each, a “Governmental Authority”)the Securities being sold by such Selling Stockholder, except in such as may be required under the case Securities Act or state securities laws or blue sky laws or the rules of clauses (i) FINRA. Such Selling Stockholder has full power and (iii) as would not result in a Material Adverse Effectauthority to enter into this Agreement, the Custody Agreement and the Power of Attorney and to consummate the transactions contemplated hereby and thereby, including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this Agreement, the Warrants and the Warrant Agent This Agreement and the issuance and sale of the Securities and the consummation of the transactions contemplated by the this Custody Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) have each been duly authorized authorized, executed and delivered by all necessary corporate action, or on behalf of such Selling Stockholder and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal each constitutes a valid and binding obligations agreement of the Companysuch Selling Stockholder, enforceable in accordance with their its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. All corporate action required to be taken for The execution and delivery of this Agreement and the authorization, issuance Custody Agreement and sale the performance of the Warrants have been duly terms hereof and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants and the Warrant Agent Agreement and the consummation of the transactions herein and therein contemplated will not (iA) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries such Selling Stockholder is a party or by which the Company or any of its subsidiaries such Selling Stockholder is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectbound, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (iiB) result in any violation of the provisions of the such Selling Stockholder’s charter or by-laws (or similar organizational documents of the Company or any of its subsidiaries documents) or (iiiC) result in the violation of any law or statute or any judgmentlaw, orderregulation, rule, regulation order or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”), applicable to such Selling Stockholder; except in the case of clauses (iA) and (iiiC) hereof, for such conflicts, breaches, violations or defaults as would not result not, individually or in a Material Adverse Effectthe aggregate, impair in any material respect such Selling Stockholder’s ability to perform its obligations hereunder and thereunder. No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement and the Custody Agreement or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Securities being sold by such Selling Stockholder, except such as may be required under the Act or state securities laws or blue sky laws or the rules of FINRA. Such Selling Stockholder has full power and authority to enter into this Agreement and the Custody Agreement and to consummate the transactions contemplated hereby and thereby, including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this This Agreement, the Warrants and the Warrant Agent Custody Agreement and the issuance and sale Power of the Securities and the consummation of the transactions contemplated by the this Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) Attorney have each been duly authorized authorized, executed and delivered by all necessary corporate action, or on behalf of such Selling Stockholder and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal each constitutes a valid and binding obligations agreement of the Companysuch Selling Stockholder, enforceable in accordance with their its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. All corporate action required to be taken for the authorization, issuance The execution and sale of the Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants Custody Agreement and the Warrant Agent Agreement Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not (iA) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries such Selling Stockholder is a party or by which the Company or any of its subsidiaries such Selling Stockholder is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectbound, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (iiB) result in any violation of the provisions of the such Selling Stockholder’s charter or by-laws (or similar organizational documents of the Company or any of its subsidiaries documents) or (iiiC) result in the violation of any law or statute or any judgmentlaw, orderregulation, rule, regulation order or decree of applicable to such Selling Stockholder. No consent, approval, authorization or order of, or filing with, any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over body is required for the Company execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or any for the consummation of its subsidiaries or any the transactions contemplated hereby and thereby, including the sale of their properties or assets (each, a “Governmental Authority”)the Securities being sold by such Selling Stockholder, except in such as may be required under the case 1933 Act or state securities laws or blue sky laws or the rules of clauses (i) FINRA. Such Selling Stockholder has full power and (iii) as would not result in a Material Adverse Effectauthority to enter into this Agreement, the Custody Agreement and the Power of Attorney and to consummate the transactions contemplated hereby and thereby, including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this This Agreement, the Warrants and the Warrant Agent Custody Agreement and the issuance and sale Power of the Securities and the consummation of the transactions contemplated by the this Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) Attorney have each been duly authorized (if such Selling Stockholder is not a natural person), executed and delivered by all necessary corporate action, or on behalf of such Selling Stockholder and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal each constitutes a valid and binding obligations agreement of the Companysuch Selling Stockholder, enforceable in accordance with their its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. All corporate action required to be taken for the authorization, issuance The execution and sale of the Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants Custody Agreement and the Warrant Agent Agreement Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not (iA) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries such Selling Stockholder is a party or by which the Company or any of its subsidiaries such Selling Stockholder is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectbound, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (iiB) result in any violation of the provisions of the such Selling Stockholder’s charter or by-laws (or similar organizational documents of the Company or any of its subsidiaries documents, if such Selling Stockholder is not a natural person) or (iiiC) result in the violation of any law or statute or any judgmentlaw, orderregulation, rule, regulation order or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”)applicable to such Selling Stockholder, except in the case of clauses (iA) and (iiiC) hereof, for such conflicts, breaches, violations or defaults as would not result not, individually or in a Material Adverse Effectthe aggregate, impair in any material respect such Selling Stockholder’s ability to perform its obligations hereunder and thereunder. No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Securities being sold by such Selling Stockholder, except such as may be required under the Act or state securities laws or blue sky laws or the rules of FINRA. Such Selling Stockholder has full power and authority to enter into this Agreement, the Custody Agreement and the Power of Attorney and to consummate the transactions contemplated hereby and thereby, including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this This Agreement, the Warrants and the Warrant Agent Custody Agreement and the issuance and sale Power of the Securities and the consummation of the transactions contemplated by the this Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) Attorney have each been duly authorized authorized, executed and delivered by all necessary corporate action, or on behalf of such Selling Stockholder and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal each constitutes a valid and binding obligations agreement of the Companysuch Selling Stockholder, enforceable in accordance with their its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. All corporate action required to be taken for the authorization, issuance The execution and sale of the Warrants have been duly and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants Custody Agreement and the Warrant Agent Agreement Power of Attorney and the performance of the terms hereof and thereof and the consummation of the transactions herein and therein contemplated will not (iA) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries such Selling Stockholder is a party or by which the Company or any of its subsidiaries such Selling Stockholder is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iiiB) result in the violation of any law or statute or any judgmentlaw, orderregulation, rule, regulation order or decree of any court or arbitrator or applicable to such Selling Stockholder (provided no representation is made with respect to compliance with federal, state, local state or foreign governmental agency other applicable securities or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”antifraud laws), except in the case of clauses (iA) and (iiiB) as would not result not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, the Custody Agreement and the Power of Attorney; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Custody Agreement and the Power of Attorney or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Securities being sold by such Selling Stockholder, except such as may be required under the Securities Act or state securities laws or blue sky laws or the rules of FINRA. Such Selling Stockholder has full power and authority to enter into this Agreement, the Custody Agreement and the Power of Attorney and to consummate the transactions contemplated hereby and thereby, including to sell, assign, transfer and deliver the Securities to be sold by such Selling Stockholder hereunder.

Authorization; No Conflicts; Authority. The execution, delivery and performance by the Company of this Agreement, the Warrants and the Warrant Agent This Agreement and the issuance and sale of the Securities and the consummation of the transactions contemplated by the this Custody Agreement and the Prospectus (including the issuance and sale of the Securities and use of the proceeds from the sale of the Securities as described therein under the section “Use of Proceeds”) have each been duly authorized authorized, executed and delivered by all necessary corporate action, or on behalf of such Selling Stockholder and this Agreement, the Warrants and the Warrant Agent Agreement, upon execution and delivery by the parties thereto, will constitute valid, legal each constitutes a valid and binding obligations agreement of the Companysuch Selling Stockholder, enforceable in accordance with their its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except (i) as such enforceability limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by bankruptcy, insolvency, reorganization or similar laws affecting applicable law. The execution and delivery of this Agreement and the rights of creditors generally Custody Agreement and subject to general principles of equity. All corporate action required to be taken for the authorization, issuance and sale performance of the Warrants have been duly terms hereof and validly taken; the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Warrant and Warrant Agent Agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The execution, delivery and performance of this Agreement, the Warrants and the Warrant Agent Agreement and the consummation of the transactions herein and therein contemplated will not (iA) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries such Selling Stockholder is a party or by which the Company or any of its subsidiaries such Selling Stockholder is bound or to which any of the property or assets of the Company or any of its subsidiaries is subjectbound, or give the holder of indebtedness under any such instrument the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness (iiB) result in any violation of the provisions of the such Selling Stockholder’s charter or by-laws (or similar organizational documents of the Company or any of its subsidiaries documents) or (iiiC) result in the violation of any law or statute or any judgmentlaw, orderregulation, rule, regulation order or decree of any court or arbitrator or federal, state, local or foreign governmental agency or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (each, a “Governmental Authority”)applicable to such Selling Stockholder, except in the case of clauses (iA) and (iiiC) as would not result not, individually or in the aggregate, reasonably be expected to impair in any material respect the consummation of such Selling Stockholders’ obligations under this Agreement; no consent, approval, authorization or order of, or filing with, 1 If I understand correctly, a Material Adverse Effectportion of the shares are from Schwab and are book-entry and the other certificated portion Computershare told TS that all of the shares will be book-entry once they received the certificates from TS? any court or governmental authority or body is required for the execution, delivery and performance of this Agreement and the Custody Agreement or for the consummation of the transactions contemplated hereby and thereby, including the sale of the Shares being sold by such Selling Stockholder such as may be required under the Securities Act or state securities laws or blue sky laws, foreign jurisdictions or the rules of FINRA. Such Selling Stockholder has full power and authority to enter into this Agreement and the Custody Agreement and to consummate the transactions contemplated hereby and thereby, including to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder.