Common use of Corporate Power; Authority and Enforcement Clause in Contracts

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit A (the “Registration Rights Agreement”, the engagement agreement dated as of April 28, 2021 by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Placement Agent”) as placement agent (the “Placement Agency Agreement” and, together with the Registration Rights Agreement and this Agreement, the “Transaction Documents”), and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit A C (the “Registration Rights Agreement”), the engagement agreement Amended and Restated Escrow Agreement by and among the Company, the Purchasers and the escrow agent named therein, dated as of April 28the date hereof, 2021 by and between substantially in the Company and Kingswood Capital Markets, division form of Benchmark Investments, Inc. Exhibit D attached hereto (the “Placement AgentEscrow Agreement”) ), the Irrevocable Transfer Agent Instructions (as placement agent defined in Section 3.5), the Series B Certificate of Designation, and the Warrants (the “Placement Agency Agreement” and, together with the Registration Rights Agreement and this Agreementcollectively, the “Transaction Documents”), and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Escrow Deposit Agreement by and among the Company, the Placement Agent and the escrow agent named therein, substantially in the form of Exhibit E attached hereto as Exhibit A (the “Escrow Deposit Agreement”), the Security Agreement, substantially in the form of Exhibit F attached hereto (the “Security Agreement”), the Registration Rights Agreement”, substantially in the form of Exhibit H attached hereto (the "Registration Rights Agreement"), the engagement agreement dated as of April 28Notes, 2021 by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. Warrants (the “Placement Agent”) as placement agent (the “Placement Agency Agreement” and, together with the Registration Rights Agreement and this Agreementcollectively, the “Transaction Documents”), and to issue and sell the Shares Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement Securities Escrow Agreements by and among the Company, the Purchasers, the Principal Stockholder (as defined therein) and the escrow agent named therein, dated as of the date hereof, substantially in the form of Exhibit E-1 and Exhibit E-2 attached hereto as Exhibit A (the “Registration Rights AgreementSecurities Escrow Agreement A” and the “Securities Escrow Agreement B”), the engagement agreement dated as Corporate Expenses Escrow Agreement, substantially in the form of April 28, 2021 by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. Exhibit F attached hereto (the “Placement AgentCorporate Expenses Escrow Agreement”) as placement agent (the “Placement Agency Agreement” and), and together with the Registration Rights Agreement Series B Certificate of Designation, and this Agreementthe Warrants (collectively, the “Transaction Documents”), and to issue and sell the Shares Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Series C Warrant in the form attached hereto as Exhibit A, the Registration Rights Agreement in the form attached hereto as Exhibit A B (the “Registration Rights Agreement”), and the engagement agreement dated as Closing Escrow Agreement in the form of April 28, 2021 by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. Exhibit C attached hereto (the “Placement Agent”) as placement agent (the “Placement Agency Closing Escrow Agreement” andand collectively, together with this Agreement, the Series C Warrant and the Registration Rights Agreement and this Agreement, the “Transaction Documents”), ) and to issue and sell the Shares Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Escrow Deposit Agreement by and among the Company, the Placement Agent and the escrow agent named therein, substantially in the form of Exhibit F attached hereto as Exhibit A (the “Registration Rights Escrow Deposit Agreement”), the engagement agreement dated Irrevocable Transfer Agent Instructions in the form of Exhibit G attached hereto (as of April 28defined in Section 3.10), 2021 by the Convertible Debenture, and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. Warrants (the “Placement Agent”) as placement agent (the “Placement Agency Agreement” and, together with the Registration Rights Agreement and this Agreementcollectively, the “Transaction Documents”), and to issue and sell the Shares Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Escrow Deposit Agreement by and among the Company, the Placement Agent and the escrow agent named therein, substantially in the form of Exhibit E attached hereto as Exhibit A (the “Registration Rights Escrow Deposit Agreement”), the engagement agreement dated Irrevocable Transfer Agent Instructions in the form of Exhibit F attached hereto (as defined in Section 3.10), the Series A Certificate of April 28Designation, 2021 by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. Warrants (the “Placement Agent”) as placement agent (the “Placement Agency Agreement” and, together with the Registration Rights Agreement and this Agreementcollectively, the “Transaction Documents”), and to issue and sell the Shares Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Escrow Deposit Agreement by and among the Company, the Placement Agent and the escrow agent named therein, substantially in the form of Exhibit E attached hereto as (the “Escrow Deposit Agreement”), the Security Agreement, substantially in the form of Exhibit A F attached hereto (the “Security Agreement”), the Registration Rights Agreement, substantially in the form of Exhibit H attached hereto (the “Registration Rights Agreement”), the engagement agreement dated as of April 28Notes, 2021 by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. Warrants (the “Placement Agent”) as placement agent (the “Placement Agency Agreement” and, together with the Registration Rights Agreement and this Agreementcollectively, the “Transaction Documents”), and to issue and sell the Shares Units in accordance with the terms hereof. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors (the “Board”) or stockholders is required. Each of the Transaction Documents constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.