Common use of Authorization Clause in Contracts

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreementthe Transaction Agreements. This AgreementThe Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when When executed and delivered by the Purchaser, will this Agreement shall constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Each Purchaser severally represents that (a) it has full power and authority to enter into this Agreement. This Agreement and (b) this Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation obligations of the such Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Each Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement, when executed and delivered by the Purchaser, will constitute the Agreement constitutes a valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Each Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation obligations of the such Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser Buyer has full power and authority to enter into this Agreement. This The Agreement, when executed and delivered by the PurchaserBuyer, will constitute the a valid and legally binding obligation of the PurchaserBuyer, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or and (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to ------------- enter into this Agreement. This Agreement, when executed Agreement and delivered by the Purchaser, will constitute the each such Agreement constitutes its valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, except as limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ ' rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This AgreementThe Agreement to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into and perform its obligations under this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into and perform its obligations under this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the a valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser It has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance fraudu- lent conveyance, and any other laws of general application relating to or affecting enforcement the enforce- ment of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser Purchase has full power and authority to enter into this Agreement. This , and this Agreement, when executed and delivered by the Purchaserdelivered, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, Agreement when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, Agreement when executed and delivered by the Purchaser, Purchaser will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except subject to: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws judicial principles respecting election of general application affecting enforcement of creditors’ rights generally remedies or (ii) as limited by laws relating to limiting the availability of specific performance, injunctive relief or relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed Agreement and delivered by this Agreement constitutes the Purchaser, will constitute the ’s valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, terms except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or generally, (ii) as may be limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies, and (iii) may be limited by applicable federal or state securities laws.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This AgreementAgreement which, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has the full right, power and ------------- authority to enter into and perform its obligations under this Agreement and the Amended and Restated Registration Rights Agreement. This Agreement and the Amended and Restated Registration Rights Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other subject to the laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to bankruptcy, insolvency and the availability relief of debtors, rules of law governing specific performance, injunctive relief or and other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting enforcement of creditors’ rights generally or generally, and (iib) as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This AgreementThe Agreement to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to ------------- enter into this Agreement. This AgreementThe Agreements, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Agreement constitutes the Purchaser, will constitute the ’s valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, except (i) as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ rights generally or and (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Purchaser has full power and authority to enter into this Agreement.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full the requisite power and authority to enter into execute, deliver and perform this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited and by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This AgreementThe Agreements, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement, when executed and delivered by the Purchaser, will constitute the Agreement constitutes a valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this AgreementAgreement and the Note Documents. This AgreementEach of this Agreement and the Note Documents, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws Laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Each Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and conveyance, or any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the a valid and legally binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and conveyance, or any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.. (b)

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This , and the Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation obligations of the such Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter ------------- into this Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its termsterms and conditions, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power all requisite power, legal capacity and authority to enter into this AgreementAgreement and to perform his obligations thereunder. This AgreementAgreement constitutes the legal, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser him in accordance with its terms, except (i) as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any moratorium or other similar laws of general application affecting enforcement of creditors’ rights generally and the fact that equitable remedies or relief (ii) as limited by laws relating to including without limitation, the availability remedy of specific performance, injunctive ) are subject to the discretion of the court form which such relief or other equitable remediesmay be sought.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser is validly existing and has full the requisite power and authority to enter into execute and deliver this Agreement. This Agreement, when Agreement has been duly executed and delivered by the such Purchaser, will constitute and constitutes the valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ ' rights generally or and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This AgreementThe Agreements, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This AgreementAgreement to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this AgreementAgreement and the other agreements contemplated hereby or referred to herein (the "Other Transaction Documents"). This Agreement, when executed and delivered by the Purchaser, will constitute Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser is validly existing and has full the requisite power and authority to enter into execute and deliver this Agreement. This Agreement, when Agreement has been duly executed and delivered by the such Purchaser, will constitute and constitutes the valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ rights generally or and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This AgreementThe execution, when executed delivery and delivered performance by the Purchaser of this Agreement has been duly authorized by all necessary action on the part of the Purchaser, will constitute . This Agreement constitutes the Purchaser’s valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, except as may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ rights generally or and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full legal and corporate power and authority to enter into this AgreementAgreement and perform its obligations hereunder. This Agreement, when Agreement has been duly executed and delivered by the Purchaser, will constitute the Purchaser and constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating relating, to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this AgreementAgreement and the Note. This Agreement, when executed Agreement and delivered by the Note constitute the Purchaser, will constitute the ’s valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its their respective terms, except as may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ rights generally or rights, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser Buyer has full power and authority to enter into this Agreement. This AgreementAgreement has been duly executed by the Buyer and, when executed and delivered by the PurchaserSeller, will constitute the a valid and legally binding obligation of the PurchaserBuyer, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws laws, principles of equity and judicial discretion relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its termsterms and conditions, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement and the Wefunder Investor Agreement. This AgreementThe agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the a valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser Company has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the PurchaserPurchasers, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies,.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, Agreement when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Each of this Agreement, the Security Agreement and Registration Rights Agreement when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser Buyer has full power and authority to enter into and deliver this Agreement. This , and this Agreement, when executed and delivered by the PurchaserBuyer, will constitute the a valid and legally binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except except: (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of LEGAL*59869719.2 creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, Agreement when executed and delivered by the Purchaser, Purchaser will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except subject to: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws judicial principles respecting election of general application affecting enforcement of creditors’ rights generally remedies or (ii) as limited by laws relating to limiting the availability of specific performance, injunctive relief or and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will shall (assuming due execution and delivery by the Seller and FNL) constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its termsterms and conditions, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.. 3.2

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the each Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This AgreementThe Agreements, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remediesequitable.