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 Common Shares and 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 Shares and/or Preferred Shares issuable pursuant to this Agreement, (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iii) 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 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 Common Shares and Preferred Shares being purchased by the Investor hereunder Investors under the Agreements will, upon issuance and payment therefor pursuant to the terms hereofhereof and of the other Agreements, 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 and/or Preferred Shares issuable pursuant to this Agreementthe Agreements, (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock (the (“Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants. The Conversion Shares and the Warrant Shares will, upon issuance and payment therefor 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 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 court decision or applicable law, including, without limitation, 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)) or the discretion of the court before which any proceeding is brought. The Common Shares and Preferred Shares Securities 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 Shares will, upon issuance pursuant to the terms hereof, be fully paid and nonassessable. The Company has Underlying Shares have been duly and validly authorized and reserved from its duly authorized capital stock: (i) the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreement, (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”)for issuance, and (iii) the number of Warrant Shares issuable upon the exercise of the WarrantsWarrants pursuant to their terms, including payment of the exercise price therefor, will be 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 Agreements, 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, and 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 Common Shares and Preferred Shares being purchased by the Investor hereunder Investors under the Agreements will, upon issuance and payment therefor pursuant to the terms hereofhereof and of the other Agreements, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) stock the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreementthe Agreements. The Conversion Shares will, (ii) upon issuance and payment therefor pursuant to the number terms thereof, be duly authorized, validly issued, fully-paid and nonassessable. There are no statutory or contractual preemptive rights or rights of shares of Common Stock issuable upon conversion refusal or similar rights with respect to the issuance of the Preferred Stock Shares hereunder or the (“issuance of the Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants.

Due Authorization and Valid Issuance. The Except as set forth in Section 3(b) of the Disclosure Letter, the Company has all requisite power and authority to execute, deliver and perform its obligations under the AgreementsTransaction Documents, and the Agreements Transaction Documents and the transactions contemplated thereby have been duly authorized by the Company and its Board of Directors and no further consent or authorization by the Company, or its shareholders is required. Each of the Transaction Documents has been 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 Common Shares and Preferred Shares Note being purchased by the Investor Purchaser 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: (i) the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreement, (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iii) shall be free from all liens, claims and encumbrances, except encumbrances or restrictions arising under U.S. federal or state securities laws, with respect to the number of Warrant Shares issuable upon issuance thereof, and the exercise of Purchaser shall be entitled to all the Warrantsrights set forth therein.

Due Authorization and Valid Issuance. The Company has all requisite corporate 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 the legal, valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, except or (ii) 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 Common issuance, sale and delivery of the Purchased Shares and 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 Shares and/or Preferred Shares issuable pursuant to Warrants in accordance with this Agreement, (ii) and the number issuance of shares of Common Stock the Conversion Shares issuable upon conversion of the Preferred Stock Purchased Shares and the (“Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate 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 the legal, valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, except or (ii) 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 Common issuance, sale and delivery of the Additional Purchased Shares and 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 Shares and/or Preferred Shares issuable pursuant to Additional Warrants in accordance with this Agreement, (ii) and the number issuance of shares of Common Stock the Conversion Shares issuable upon conversion of the Preferred Stock Additional Purchased Shares and the (“Conversion Shares”), and (iii) the number of Additional Warrant Shares issuable upon the exercise of the Additional Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Additional Purchased Shares and Additional Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and the Additional Warrant Shares, when issued pursuant to the terms of the Additional Purchased Shares and the Additional Warrants, will be duly and validly issued, fully paid and non-assessable.

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 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 Common Shares and 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 Shares and/or Preferred Shares issuable pursuant to this Agreement, (iib) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iiic) the number of Warrant Shares issuable upon the exercise of the Warrants. The Conversion Shares and the Warrant Shares (referred to together as the “Underlying Shares”) will, upon issuance and payment therefor 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 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 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 Common Shares and Preferred 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 hereofhereof and thereof, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its Warrant being purchased by the Investor hereunder will, upon issuance and payment therefor and pursuant to the terms hereof and thereof, be duly authorized capital stock: (i) the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreement, (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrantsvalidly issued.

Due Authorization and Valid Issuance. The Company has all requisite corporate 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 the legal, valid and binding agreements agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, except or (ii) 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 Common issuance, sale and delivery of the Purchased Shares and 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 Shares and/or Preferred Shares issuable pursuant to Warrants in accordance with this Agreement, (ii) and the number issuance of shares of Common Stock the Conversion Shares issuable upon conversion of the Preferred Stock Purchased Shares and the (“Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

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 all of which 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 (i) as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as (ii) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as (iii) 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 Common Shares Notes, the Warrants and Preferred Shares the Payback Warrants being purchased by the Investor Lenders hereunder and the Shares convertible or issuable (as the case may be) pursuant to the Notes, Warrants or the Payback Warrants (as the case may be), will, upon conversion or issuance (as the case may be) 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 and/or Preferred Shares issuable pursuant to this Agreement, (ii) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iii) 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 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, and 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 Common Shares and Preferred Shares being purchased by the Investor hereunder Investors under the Agreements will, upon issuance and payment therefor pursuant to the terms hereofhereof and of the other Agreements, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) stock the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreementthe Agreements. Subject to Section 4.5, (ii) the number of shares of Common Stock issuable upon conversion of Conversion Shares and the Preferred Stock the (“Conversion Shares”), and (iii) the number of Warrant Shares issuable will, upon issuance and payment therefor pursuant to the exercise of the Warrantsterms thereof, be duly authorized, validly issued, fully-paid and nonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the AgreementsSeries D Warrants (the “Transaction Documents”), and the Agreements Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute constitutes a legal, valid and binding agreements agreement of the Company 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 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 Common Series D Shares and Preferred Shares being purchased by the Investor hereunder willSeries D Warrants have been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and payment therefor pursuant free from all taxes, liens and charges with respect to the terms hereofissue thereof, and the Series D Shares shall be duly authorized, validly issued, fully-fully paid and nonassessable. The As of the Closing Date, the Company has reserved from its shall have duly authorized capital stock: (i) the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreement, (ii) the and reserved for issuance a number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iii) which equals the number of Warrant Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designation, the Conversion Shares issuable upon will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the exercise issue thereof, with the holders being entitled to all rights accorded to a holder of the WarrantsCommon Stock.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement (the Agreements“Transaction Documents”), and the Agreements Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute constitutes a legal, valid and binding agreements agreement of the Company 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 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 Common Series E Shares and Preferred Shares being purchased by the Investor hereunder willhave been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and payment therefor pursuant free from all taxes, liens and charges with respect to the terms hereofissue thereof, and the Series E Shares shall be duly authorized, validly issued, fully-fully paid and nonassessable. The As of the Closing Date, the Company has reserved from its shall have duly authorized capital stock: (i) the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreement, (ii) the and reserved for issuance a number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iii) which equals the number of Warrant Conversion Shares. Upon conversion in accordance with the Certificate of Designation, the Conversion Shares issuable upon will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the exercise issue thereof, with the holders being entitled to all rights accorded to a holder of the WarrantsCommon Stock.