Common use of Due Authorization and Valid Issuance Clause in Contracts

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 Series D Warrants (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with 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 Series D Shares and the Series D Warrants have been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully paid and nonassessable. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common 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 and the Series D Warrants (the “Transaction Documents”)Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitutes a constitute legal, valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D Preferred Shares and being purchased by the Series D Warrants have been duly authorized andInvestors under the Agreements will, upon issuance in accordance with and payment therefor pursuant to the terms hereof and of this Agreementthe other Agreements, shall be duly authorized, validly issued and free from all taxesissued, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully fully-paid and nonassessable. As of the Closing Date, the The Company shall have has reserved from its duly authorized and reserved for issuance a number of shares of Common Stock which equals capital stock the number of Conversion SharesPreferred Shares issuable pursuant to the Agreements. Upon conversion in accordance with the Amended Certificate of DesignationSubject to Section 4.5, the Conversion Shares will and the Warrant Shares will, upon issuance and payment therefor pursuant to the terms thereof, be duly authorized, validly issued, fully fully-paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stocknonassessable.

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 Series D Warrants (the “Transaction Documents”)Agreements, and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitutes a constitute legal, valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D Shares and Securities being purchased by the Series D Warrants have been duly authorized andInvestor hereunder will, upon issuance in accordance with and payment therefor pursuant to the terms of this Agreementhereof, shall be duly authorized and validly issued and free from all taxes, liens and charges with respect to the issue thereofissued, and the Series D Shares shall will, upon issuance pursuant to the terms hereof, be fully paid and nonassessable. As of the Closing Date, the Company shall The Underlying Shares have been duly and validly authorized and reserved for issuance a number issuance, and upon exercise of shares the Warrants pursuant to their terms, including payment of Common Stock which equals the number of Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designationexercise price therefor, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stocknonassessable.

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 Series D Warrants (the “Transaction Documents”)Agreements, and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitutes a constitute legal, valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D Common Shares and Preferred Shares being purchased by the Series D Warrants have been duly authorized andInvestor hereunder will, upon issuance in accordance with and payment therefor pursuant to the terms of this Agreementhereof, shall be duly authorized, validly issued and free from all taxesissued, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully fully-paid and nonassessable. As of the Closing Date, the The Company shall have has reserved from its duly authorized and reserved for issuance a 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 which equals issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (iii) the number of Conversion Shares. Upon conversion in accordance with Warrant Shares issuable upon the Amended Certificate exercise of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockWarrants.

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 Series D Warrants (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitutes a constitute the legal, valid and binding agreement of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Series D Warrants Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully paid and nonassessable. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number issuance, as the case may be, by all necessary corporate action on the part of shares of Common Stock which equals the number of Conversion SharesCompany. Upon conversion The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the Amended Certificate provisions of Designationthis 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 nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stocknon-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under hereunder, and this Agreement and the Series D Warrants (the “Transaction Documents”), and the Transaction Documents have has been duly authorized and validly executed and delivered by the Company and, assuming due execution and constitutes delivery hereof by the Buyers, shall constitute a legal, valid and binding agreement of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D Shares and being purchased by the Series D Warrants have been duly authorized andBuyer hereunder will, upon issuance in accordance with and payment therefor pursuant to the terms of this Agreementhereof, shall be duly authorized, validly issued and free from all taxesissued, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully fully-paid and nonassessable. As The Warrant Shares will, upon exercise of the Closing DateWarrants and the payment of the applicable exercise price pursuant to the terms thereof, the Company shall have be duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designationauthorized, the Conversion Shares will be validly issued, fully fully-paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stocknonassessable.

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 Series D Warrants (the “Transaction Documents”), and the Transaction Documents all of which have been duly authorized and validly executed and delivered by the Company and constitutes a constitute legal, valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D Shares Notes, the Warrants and the Series D Payback Warrants have been duly authorized andbeing purchased by the 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 in accordance with (as the case may be) and payment therefor pursuant to the terms of this Agreement, shall be validly issued hereof and free from all taxes, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully duly authorized, validly issued, fully-paid and nonassessable. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

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 corporate power and authority to execute, deliver and perform its obligations under this Agreement the Agreements and the Series D Warrants (the “Transaction Documents”)Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitutes a constitute legal, valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its 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 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 Series D Shares and the Series D Warrants have been duly authorized andWarrant being purchased by the Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon issuance in accordance with and payment therefor pursuant to the terms of this Agreement, shall be validly issued hereof and free from all taxes, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully duly authorized, validly issued, fully-paid and nonassessable. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common 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 and the Series D Warrants (the “Transaction Documents”)Warrants, and the Transaction Documents Agreements and the Warrants have been (or upon delivery will be) duly authorized and validly executed and delivered by the Company and constitutes a constitute (or upon delivery will constitute) legal, valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D Shares being purchased by the Investor hereunder and the Series D Warrants have been duly authorized andWarrant Shares issuable pursuant to the Warrant will, upon issuance in accordance with and payment therefor pursuant to the terms of this Agreementhereof and thereof, shall be duly authorized, validly issued and free from all taxes, liens and charges with respect to the issue issuance thereof, and the Series D Shares shall be fully fully-paid and nonassessable. As of The Warrant being purchased by the Closing DateInvestor hereunder will, upon issuance and payment therefor and pursuant to the Company shall have terms hereof and thereof, be duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable issued and free from all taxes, liens and charges with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of Common 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 and the Series D Warrants (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitutes a constitute the legal, valid and binding agreement of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Series D Warrants Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully paid and nonassessable. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number issuance, as the case may be, by all necessary corporate action on the part of shares of Common Stock which equals the number of Conversion SharesCompany. Upon conversion The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the Amended Certificate provisions of Designationthis 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 nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stocknon-assessable.

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 Series D Warrants (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitutes a constitute the legal, valid and binding agreement of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D issuance, sale and delivery of the Additional Purchased Shares and the Series D Additional Warrants have been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully paid and nonassessable. As issuance of the Closing DateConversion Shares issuable upon conversion of the Additional Purchased Shares and the Additional Warrant Shares issuable upon exercise of the Additional Warrants, the Company shall have been duly authorized and reserved for issuance a number issuance, as the case may be, by all necessary corporate action on the part of shares of Common Stock which equals the number of Conversion SharesCompany. Upon conversion The Additional Purchased Shares and Additional Warrants when so issued, sold and delivered against payment therefor in accordance with the Amended Certificate provisions of Designationthis 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 nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stocknon-assessable.

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 and the Series D Warrants (the “Transaction Documents”)Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitutes a constitute legal, valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its 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, 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 Series D Shares being purchased by the Investor hereunder and the Series D Warrants have been duly authorized andWarrant Shares issuable pursuant to the Warrant will, upon issuance in accordance with and payment therefor pursuant to the terms of this Agreement, shall be validly issued hereof and free from all taxes, liens and charges with respect to the issue thereof, and the Series D Shares shall be fully duly authorized, validly issued, fully-paid and nonassessable. As of The Warrant being purchased by the Closing DateInvestor hereunder will, upon issuance and payment therefor and pursuant to the Company shall have terms hereof and thereof, be duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Conversion Shares. Upon conversion in accordance with the Amended Certificate of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.