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 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 (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 Notes, and the Warrants (collectively, the “Transaction Documents”), and to issue and sell the 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 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 C (the “Registration Rights Agreement”), the Amended and Restated Escrow Deposit Agreement by and among the Company, the Placement Agent Purchasers and the escrow agent named therein, substantially in dated as of the form of Exhibit E attached hereto (the “Escrow Deposit Agreement”), the Security Agreementdate hereof, substantially in the form of Exhibit F D attached hereto (the “Security Escrow Agreement”), the Registration Rights Agreement, substantially Irrevocable Transfer Agent Instructions (as defined in the form of Exhibit H attached hereto (the "Registration Rights Agreement"Section 3.5), the NotesSeries B Certificate of Designation, and the Warrants (collectively, the “Transaction Documents”), and to issue and sell the Units 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 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 Securities Escrow Deposit Agreement Agreements by and among the Company, the Placement Agent 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 E-1 and Exhibit E-2 attached hereto (the “Securities Escrow Deposit AgreementAgreement A” and the “Securities Escrow Agreement B”), the Security Corporate Expenses Escrow Agreement, substantially in the form of Exhibit F attached hereto (the “Security Corporate Expenses Escrow Agreement”), and together with the Registration Rights Agreement, substantially in the form Series B Certificate of Exhibit H attached hereto (the "Registration Rights Agreement"), the NotesDesignation, and the Warrants (collectively, the “Transaction Documents”), and to issue and sell the 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 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 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 (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 Notes, and the Warrants (collectively, the “Transaction Documents”), and to issue and sell the 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 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.