Common use of Due Authorization and Valid Issuance Clause in Contracts

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Shares issuable upon the exercise of the Warrants.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the AgreementsTransaction Documents, and the Agreements Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities being purchased by issuance of the Investor hereunder willNotes is duly authorized and, upon issuance and payment therefor pursuant to of the Notes in accordance with the terms hereof, the Notes shall be free from all taxes, liens and charges with respect to the issue thereof. As of the Closing, a number of shares of Common Stock shall have been duly authorizedauthorized and reserved for issuance equal to the maximum number of shares issuable upon conversion of the Notes to be issued at Closing. Upon conversion or issuance in accordance with the Notes, the Conversion Shares will be validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Shares issuable upon the exercise of the Warrants.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the AgreementsAgreements , and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities Preferred Shares being purchased by the Investor hereunder will, upon issuance and payment therefor therefore pursuant to the terms hereof, be duly authorized, validly issued, fully-fully paid and nonassessable. The Company has reserved from its duly authorized capital stock: (ia) the number of Common Preferred Shares issuable pursuant to this Agreement, and (iib) the number of Warrant Shares shares of Common Stock issuable upon the exercise conversion of the WarrantsPreferred Stock the (“Conversion Shares”).

Due Authorization and Valid Issuance. The Except for the requirement that the Company's stockholders approve the issuance, sale and delivery of the Shares, Warrants and the Warrant Shares (other than the Shares and Warrants being sold at the Initial Closing and the related Warrant Shares) pursuant to Nasdaq Marketplace Rule 4350(i) (1) (the "Required Stockholder Approval"), the Company has all requisite power and authority to execute, deliver and perform its obligations under the AgreementsAgreements and the Warrants, and the Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ ' and contracting parties’ ' rights generally and generally, except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as the indemnification and contribution agreements herein may be legally unenforceable. The Securities Shares and the Warrant being purchased by the Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon issuance and payment therefor pursuant to the terms hereofhereof and thereof, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Shares issuable upon the exercise of the Warrants.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the AgreementsWarrants and the Investor Rights Agreement (collectively, the “Transaction Documents”), and the Agreements Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities being purchased by Warrants have been duly authorized and are validly issued, and the Investor hereunder willWarrant Shares, upon issuance and payment therefor when issued pursuant to the terms hereofvalid exercise of the Warrants, will be duly authorizedfully paid, validly issued, fully-paid issued and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the a sufficient number of shares of its Common Shares issuable pursuant Stock so as to this Agreement, and (ii) the number of issue Warrant Shares issuable upon the full exercise of the Warrants.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities Preferred Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Preferred Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Conversion Shares issuable upon the exercise conversion of the WarrantsPreferred Stock.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreementsthis Agreement, and the Agreements have this Agreement has been duly authorized and authorized. This Agreement has been validly executed and delivered by the Company and constitute constitutes a legal, valid and binding agreements agreement of the Company enforceable against the Company in accordance with their its terms, except as (A) rights to indemnity and contribution may be limited by state court decision or federal securities laws or the public policy underlying such lawsapplicable law, except as (B) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as (C) enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or the discretion of the court before which any proceeding is brought. The Securities Stock being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, authorized and validly issued, fully-and the Stock will, upon issuance pursuant to the terms hereof, be fully paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Shares issuable upon the exercise of the Warrants.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the AgreementsAgreements and the Warrants, and the Agreements and the Warrants have been (or upon delivery will be) duly authorized and validly executed and delivered by the Company and constitute (or upon delivery will constitute) legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except (i) as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except (iii) as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities Shares being purchased by the Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon issuance and payment therefor pursuant to the terms hereof and thereof, be duly authorized, validly issued and free from all liens and charges with respect to the issuance thereof, fully-paid and nonassessable. The Warrant being purchased by the Investor hereunder will, upon issuance and payment therefor and pursuant to the terms hereofhereof and thereof, be duly authorized, authorized and validly issued, fully-paid issued and nonassessable. The Company has reserved free from its duly authorized capital stock: (i) all liens and charges with respect to the number of Common Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Shares issuable upon the exercise of the Warrantsissuance thereof.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreementshereunder, and the Agreements have this Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due execution and delivery hereof by the Buyers, shall constitute a legal, valid and binding agreements agreement of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities Shares being purchased by the Investor Buyer hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Shares issuable will, upon the exercise of the WarrantsWarrants and the payment of the applicable exercise price pursuant to the terms thereof, be duly authorized, validly issued, fully-paid and nonassessable.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreementsthis Agreement, and the Agreements have this Agreement has been duly authorized and validly executed and delivered by the Company and constitute constitutes the legal, valid and binding agreements agreement of the Company enforceable against the Company in accordance with their its terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Securities being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-fully paid and nonassessable. The Company has reserved from its duly authorized capital stock: stock (i) the number of Common Shares issuable pursuant to this Agreement, and (ii) the number of Warrant Shares issuable upon the exercise of the Warrants.