Common use of Due Execution, Delivery and Performance of this Agreement Clause in Contracts

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement the Transaction Documents and perform consummate the transactions contemplated herebyhereby and thereby. This Agreement has The Transaction Documents have been duly authorized, executed and delivered by the Company. The execution, execution and delivery and performance of this Agreement the Transaction Documents by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation by the Company of the transactions contemplated herein contemplated and therein: (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries properties are bound, except, in each case, for any lien, charge, security interest, encumbrance, conflict, breach, violation or any default which would not reasonably be expected to have a Material Adverse Effect, or (iii) conflict with or result in the violation of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries properties except for any such conflict or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is which would not reasonably likely be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by the Company of this Agreement the Transaction Documents or the consummation by the Company of the transactions contemplated by this Agreementthe Transaction Documents, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to laws, the offering listing of the SharesShares on the American Stock Exchange and the filing of the Registration Statement. Upon the execution and delivery of this Agreement by the CompanyTransaction Documents, and assuming the valid execution hereof thereof by Merck, each Purchaser, this Agreement Transaction Document will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms, 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) and except as to the extent enforcement of the indemnification agreements obligations of the Company set forth in Section 7.3 hereof the Rights Agreement may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company andand the consummation of the transactions contemplated herein will not (i) violate any provision of the certificate of incorporation or bylaws of the Company or its Subsidiaries, as applicable, the Subsidiaries other than Flotation and, (ii) to the Company’s knowledge, Flotationconflict with or result in a violation of any statute or any judgment, and the consummation decree, order, rule or regulation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of court or any regulatory body, administrative agency or other governmental body applicable to the Company andor its Subsidiaries or any of their respective properties, as applicableexcept for any conflict or violation that would not reasonably be expected to have a Material Adverse Effect, the Subsidiaries other than Flotation and, or (iii) to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of Company or its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default underunder any agreement or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, mortgage, deed of trust, lease, franchise, license, license indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected oraffected, to the Company’s knowledgeexcept, in each case, for any statute or any authorizationlien, judgmentcharge, decreesecurity interest, orderencumbrance, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is that would not reasonably likely be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement by the Company or the consummation of the transactions contemplated by this Agreement, except for compliance with with, and making the Blue Sky applicable filings under, the blue sky laws and federal securities laws applicable to the offering private placement of the SharesShares and the receipt of the NASDAQ Approval Exemption. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company provisions in Section 7.3 8(f) hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company Each of the Issuer, the Parent and the Subsidiary Guarantors has all requisite full legal right, corporate power and authority to enter into this Agreement Agreement, the Indenture and the other Transaction Documents to which they are a party and perform the transactions contemplated hereby. This Agreement has hereby and thereby, and this Agreement, the Indenture and the other Transaction Documents to which they are a party have been duly authorized, executed and delivered by the Companyeach of them. The execution, delivery and performance of this Agreement Agreement, the Indenture and the other Transaction Documents by the Company and, as applicableIssuer, the Subsidiaries other than Flotation and, to Parent and the Company’s knowledge, Flotation, Subsidiary Guarantors and the consummation of the transactions herein and therein contemplated (i) will not violate any provision of the certificate of incorporation, bylaws or equivalent organizational documents of the Company anddocuments, as applicable, of the Subsidiaries other than Flotation andParent, to the Company’s knowledge, Flotation, (ii) (A) Issuer or any of the Subsidiary Guarantors and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the CompanyParent, of the Issuer or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Subsidiary Guarantors pursuant to the terms or provisions ofthereof, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (i) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company Parent, the Issuer or any of its Subsidiaries the Subsidiary Guarantors is a party or by which the Company Parent, the Issuer or any of its Subsidiaries the Subsidiary Guarantors or any of their respective properties may be bound or affected or, to the Company’s knowledge, and in each case which would have a Material Adverse Effect; or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company Parent, the Issuer or any of its Subsidiaries the Subsidiary Guarantors or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the SharesUnits. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the CompanyParent, the Issuer and the Subsidiary Guarantors enforceable against the each of them in accordance with its terms, 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) and except as the indemnification agreements of the Company Parent and the Issuer in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws. Neither the Agreements with the Other Purchasers taken as a whole nor any of their respective specific provisions, when compared to this Agreement and the provisions contained herein, is or shall be at any time after the date hereof, (x) more beneficial in any material respect to any of the Other Purchasers under such other Agreements than this Agreement is to the Purchaser, or (y) more adverse in any material respect to the Parent, the Issuer or any Subsidiary Guarantor than this Agreement is to the Parent, the Issuer or any Subsidiary Guarantor.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated will not (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotationor its Subsidiaries, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of Company or its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default underunder any agreement or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, mortgage, deed of trust, lease, franchise, license, license indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected oraffected, except, in each case, for any lien, charge, security interest, encumbrance, conflict, breach, violation or default that would not reasonably be expected to have a Material Adverse Effect, or (iii) to the Company’s 's knowledge, conflict with or result in a violation of any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, where such conflict, creation, breach, except for any conflict or violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is that would not reasonably likely be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement by the Company or the consummation of the transactions contemplated by this Agreement, except for compliance with with, and making the Blue Sky applicable filings under, the blue sky laws and federal securities laws applicable to the offering of the SharesSecurities. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions ofthereof, and (B) will not (i) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which would have a Material Adverse Effect, or (B) to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby, subject in the case of the issuance, sale and delivery of the Additional Securities and the Anti-Dilution Shares to obtaining Stockholder Approval. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not (i) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which would have a Material Adverse Effect, or (B) to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the SharesSecurities to the Purchaser. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated will not (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotationor its Subsidiaries, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of Company or its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default underunder any agreement or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, mortgage, deed of trust, lease, franchise, license, license indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected oraffected, except, in each case, for any lien, charge, security interest, encumbrance, conflict, breach, violation or default that would not reasonably be expected to have a Material Adverse Effect, or (iii) to the Company’s knowledge, conflict with or result in a violation of any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, where such conflict, creation, breach, except for any conflict or violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is that would not reasonably likely be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement by the Company or the consummation of the transactions contemplated by this Agreement, except for compliance with with, and making the Blue Sky applicable filings under, the blue sky laws and federal securities laws applicable to the offering of the SharesSecurities. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority (i) to enter into this Agreement and perform the transactions contemplated hereby; (ii) to issue the Shares, in the manner and for the purpose contemplated by this Agreement; and (iii) to execute, deliver and perform its obligations under all other agreements and instruments executed and delivered by it pursuant to or in connection with this Agreement. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder has been taken or will be taken prior to the Closing. This Agreement has have been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of (A) any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected oraffected, to the Company’s knowledgeor (B) any law (including any common law), any statute statute, ordinance, code, rule or regulation, or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body (including any self-regulatory organization) applicable to the Company or any of its Subsidiaries assets or any of their respective propertiesproperties (provided, where such conflicthowever, creation, breach, violation or default in any that with respect to the sale of the foregoing clauses (iShares hereunder being made in a transaction exempt from registration under the Securities Act, the Company assumes the accuracy of the representations and warranties of the Purchaser in Section 5.2 of this Agreement), and (ii)(Aii) will not violate any provision of the certificate of incorporation or (ii)(B) is reasonably likely to result in a Material Adverse Effectbylaws of the Company. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (including any self-regulatory organization) is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with such as have been obtained under the federal or state securities or Blue Sky laws or as shall be obtained following the Closing as permitted by and federal securities laws applicable pursuant to the offering of the Sharessuch laws. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof of the Agreement by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ and contracting parties’ rights generally and except as enforceability may be subject limited by laws relating to general principles the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity specific performance, injunctive relief or at law) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceableother equitable remedies.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) Operating Documents and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (a) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which would reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, or (b) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body Governmental Authority is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (i) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which would reasonably be expected to have, to individually or in the Company’s knowledgeaggregate, a Material Adverse Effect, or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default would reasonably be expected to have, individually or in any of the foregoing clauses (i)aggregate, (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority (i) to enter into this Agreement and perform the transactions contemplated hereby; (ii) to issue the Shares, the Warrants and any shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), in the manner and for the purpose contemplated by this Agreement; and (iii) to execute, deliver and perform its obligations under all other agreements and instruments executed and delivered by it pursuant to or in connection with this Agreement. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder has been taken or will be taken prior to the Closing. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which is likely to result in a Material Adverse Effect, to the Company’s knowledgeor (B) any statute, any statute ordinance, code, rule or regulation, or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body (including any self-regulatory organization) applicable to the Company or any of its Subsidiaries assets or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse EffectEffect (provided, however, that with respect to the sale of the Shares hereunder being made in a transaction exempt from registration under the Securities Act, the Company assumes the accuracy of the representations and warranties of the Purchaser in Section 5.2 of this Agreement), and (ii) will not violate any provision of the certificate of incorporation or bylaws of the Company. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (including any self-regulatory organization) is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with such as have been obtained under the federal or state securities or Blue Sky laws or as shall be obtained following the Closing as permitted by and federal securities laws applicable pursuant to such laws. No consent, approval, authorization or other order of any other third party is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except such as have been obtained or as shall be obtained prior to the offering of the SharesClosing. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof of the Agreement by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ and contracting parties’ rights generally and except as enforceability may be subject limited by laws relating to general principles the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity specific performance, injunctive relief or at law) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceableother equitable remedies.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the articles of incorporation, bylaws or equivalent organizational documents of the Company anddocuments, as applicable, of the Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions ofthereof, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (i) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, and in each case which would have a Material Adverse Effect; or (ii) to the Company’s 's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely expected to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, Company or of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, in any case where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement the Transaction Documents and perform consummate the transactions contemplated herebyhereby and thereby. This Agreement has The Transaction Documents have been duly authorized, executed and delivered by the Company. The execution, execution and delivery and performance of this Agreement the Transaction Documents by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation by the Company of the transactions contemplated herein contemplated and therein: (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries properties are bound, except, in each case, for any lien, charge, security interest, encumbrance, conflict, breach, violation or any default which would not have a Material Adverse Effect, or (iii) conflict with or result in the violation of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries properties except for any such conflict or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in which would not have a Material Adverse Effect. No Assuming the accuracy of the representations made by the Purchasers in Section 4, no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by the Company of this Agreement the Transaction Documents or the consummation by the Company of the transactions contemplated by this Agreementthe Transaction Documents, except for the filing of the Certificate of Designations, compliance with the Blue Sky blue sky laws and federal securities laws applicable to laws, the offering listing of the SharesConversion Shares and the Warrant Shares on the Nasdaq Global Market and the filing of the Registration Statement. Upon the execution and delivery of this Agreement by the CompanyTransaction Documents, and assuming the valid execution hereof thereof by the Purchasers, each Purchaser, this Agreement Transaction Document will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance 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) and except as to the extent enforcement of the indemnification agreements obligations of the Company set forth in Section 7.3 hereof the Registration Rights Agreement may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, its board of directors or its stockholders. This Agreement has been (or upon delivery will be) duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default underunder any agreement or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the SharesSecurities. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated herebyhereby subject, in the case of the issuance, sale and delivery of the Subsequent Shares, to obtaining the Required Stockholder Approval. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, Company or of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, Company or of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, Company or of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement, each Related Agreement and perform the transactions contemplated herebyhereby and thereby. This Agreement and each Related Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement and each Related Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not (i) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which could have a Material Adverse Effect, to the Company’s knowledge, or (B) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement, each Related Agreement or the consummation of the transactions contemplated by this Agreement and each Related Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering sale of the SharesUnits. Upon the execution and delivery of this Agreement by the Companyand each Related Agreement, and assuming the valid execution hereof thereof by each Purchaser, if applicable, this Agreement and each Related Agreement will constitute a valid and binding obligation obligations of the Company, enforceable in accordance with its their respective terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable).

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected and in each case which would reasonably be expected to have a material adverse effect on the financial condition, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect") or, to the Company’s 's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the their execution and delivery of this Agreement by the Companydelivery, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation obligations of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement the Agreements and perform the transactions contemplated herebyhereby and thereby. This Agreement Each of the Agreements has been duly authorized, executed and delivered by the Company. Each of the Agreements constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, conservatorship and supervisory powers of bank regulatory agencies generally, or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery and performance of this Agreement the Agreements by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein and therein contemplated (i) will not violate any provision of the articles of incorporation or bylaws of the Company or any organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) any Significant Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Significant Subsidiary pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries Significant Subsidiary is a party or by which the Company or any of its Subsidiaries Significant Subsidiary or any of their respective properties may be bound or affected orand in each case that would have or would reasonably be expected to have, to individually or in the Company’s knowledgeaggregate, a Material Adverse Effect or (B) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any of its Subsidiaries Significant Subsidiary or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.,

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and perform the transactions contemplated herebyhereby subject, in the case of the issuance, sale and delivery of the Subsequent Shares, to obtaining the Required Stockholder Approval. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, Company or of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement (including without limitation the acquisition of the Shares by the Purchaser pursuant to this Agreement), except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated will not (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotationor its Subsidiary, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of Company or its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Subsidiary pursuant to the terms or provisions of, and (B) will not or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties may be bound or affected oraffected, except, in each case, for any lien, charge, security interest, encumbrance, conflict, breach, violation or default that would not reasonably be expected to have a Material Adverse Effect, or (iii) to the Company’s knowledge, conflict with or result in a violation of any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries Subsidiary or any of their respective properties, where such conflict, creation, breach, except for any conflict or violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is that would not reasonably likely be expected to result in have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement by the Company or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the SharesSecurities. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company Each of the Issuer, the Parent and the Subsidiary Guarantors has all requisite full legal right, corporate power and authority to enter into this Agreement Agreement, the Indenture and the other Transaction Documents to which they are a party and perform the transactions contemplated hereby. This Agreement has hereby and thereby, and this Agreement, the Indenture and the other Transaction Documents to which they are a party have been duly authorized, executed and delivered by the Companyeach of them. The execution, delivery and performance of this Agreement Agreement, the Indenture and the other Transaction Documents by the Company and, as applicableIssuer, the Subsidiaries other than Flotation and, to Parent and the Company’s knowledge, Flotation, Subsidiary Guarantors and the consummation of the transactions herein and therein contemplated (i) will not violate any provision of the certificate of incorporation, bylaws or equivalent organizational documents of the Company anddocuments, as applicable, of the Subsidiaries other than Flotation andParent, to the Company’s knowledge, Flotation, (ii) (A) Issuer or any of the Subsidiary Guarantors and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the CompanyParent, of the Issuer or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Subsidiary Guarantors pursuant to the terms or provisions of, thereof and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (i) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company Parent, the Issuer or any of its Subsidiaries the Subsidiary Guarantors is a party or by which the Company Parent, the Issuer or any of its Subsidiaries the Subsidiary Guarantors or any of their respective properties may be bound or affected or, to the Company’s knowledge, and in each case which would have a Material Adverse Effect; or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company Parent, the Issuer or any of its Subsidiaries the Subsidiary Guarantors or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the SharesSecurities. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the CompanyParent, the Issuer and the Subsidiary Guarantors enforceable against the each of them in accordance with its terms, 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) and except as the indemnification agreements of the Company Parent and the Issuer in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws. Neither the Agreements with the Other Purchasers taken as a whole nor any of their respective specific provisions, when compared to this Agreement and the provisions contained herein, is or shall be at any time after the date hereof, (x) more beneficial in any material respect to any of the Other Purchasers under such other Agreements than this Agreement is to the Purchaser, or (y) more adverse in any material respect to the Parent, the Issuer or any Subsidiary Guarantor than this Agreement is to the Parent, the Issuer or any Subsidiary Guarantor.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledge, and in each case which would have a Material Adverse Effect or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares, the Warrants and the Warrant Shares. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each Purchaserthe Purchasers, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and the Registration Rights Agreement (each, a “Transaction Agreement”) and perform the transactions contemplated herebyhereby and thereby. This Each Transaction Agreement has been duly authorized, executed and delivered by the Company. Each Transaction Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies. The execution, delivery execution and performance of this each Transaction Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein or therein contemplated (i) will not violate any provision of the organizational documents certificate of incorporation or by-laws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of or any lien, charge, security interest similar organization document or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms direct or provisions of, indirect subsidiaries and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit agreement or other instrument to which any of the Company or any of its Subsidiaries direct or indirect subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected or, to the Company’s knowledgeparty, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any of its Subsidiaries them or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this any Transaction Agreement or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement the Transaction Documents and perform consummate the transactions contemplated herebyhereby and thereby. This Agreement has The Transaction Documents have been duly authorized, executed and delivered by the Company. The execution, execution and delivery and performance of this Agreement the Transaction Documents by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation by the Company of the transactions contemplated herein contemplated and therein: (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries properties are bound, except, in each case, for any lien, charge, security interest, encumbrance, conflict, breach, violation or any default which would not have a Material Adverse Effect, or (iii) conflict with or result in the violation of their respective properties may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries properties except for any such conflict or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in which would not have a Material Adverse Effect. No Assuming the accuracy of the representations made by the Purchasers in Article 4, no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by the Company of this Agreement the Transaction Documents or the consummation by the Company of the transactions contemplated by this Agreementthe Transaction Documents, except for the filing of the Certificate of Designations, compliance with the Blue Sky blue sky laws and federal securities laws applicable to laws, the offering listing of the SharesConversion Shares and the Warrant Shares on the Nasdaq Global Market and the filing of the Registration Statement. Upon the execution and delivery of this Agreement by the CompanyTransaction Documents, and assuming the valid execution hereof thereof by the Purchasers, each Purchaser, this Agreement Transaction Document will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance 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) and except as to the extent enforcement of the indemnification agreements obligations of the Company set forth in Section 7.3 hereof the Registration Rights Agreement may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not (i) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which would have a Material Adverse Effect, or (B) to the Company’s 's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the CompanyAgreement, and assuming the valid execution hereof thereof by each the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement the Agreements and perform the transactions contemplated herebyhereby and thereby. This Agreement Each of the Agreements has been duly authorized, executed and delivered by the Company. Each of the Agreements constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, conservatorship and supervisory powers of bank regulatory agencies generally, or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.8 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery and performance of this Agreement the Agreements by the Company and, as applicable, the Subsidiaries other than Flotation and, and (assuming Shareholder Approval is obtained with respect to the Company’s knowledgeissuance of the Approval Shares, Flotation, and if required for compliance with NASDAQ Listing Rule 5635(d)) the consummation of the transactions herein and therein contemplated (i) will not violate any provision of the articles of incorporation or regulations of the Company or any organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) any Significant Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Significant Subsidiary pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (i) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries Significant Subsidiary is a party or by which the Company or any of its Subsidiaries Significant Subsidiary or any of their respective properties may be bound or affected or, to the Company’s knowledge, and in each case that would have a Material Adverse Effect or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any of its Subsidiaries Significant Subsidiary or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement the Agreements and perform the transactions contemplated herebyhereby and thereby. This Agreement Each of the Agreements has been duly authorized, executed and delivered by the Company. Each of the Agreements constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, conservatorship and supervisory powers of bank regulatory agencies generally, or other laws of general application relating to or affecting the enforcement of creditors’ rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery and performance of this Agreement the Agreements by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein and therein contemplated (i) will not violate any provision of the articles of incorporation or regulations of the Company or any organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) any Significant Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Significant Subsidiary pursuant to the terms or provisions of, and (B) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries Significant Subsidiary is a party or by which the Company or any of its Subsidiaries Significant Subsidiary or any of their respective properties may be bound or affected or, to the Company’s knowledge, and in each case that would have a Material Adverse Effect or (B) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any of its Subsidiaries Significant Subsidiary or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon the execution and delivery of this Agreement by the Company, and assuming the valid execution hereof by each Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.,

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and the Registration Rights Agreement and perform the transactions contemplated herebyhereby and thereby. This Agreement has and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein or therein contemplated (i) will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and, as applicable, the or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms or provisions of, and (B) will not (i) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected orand in each case which would have a Material Adverse Effect, to the Company’s knowledge, or (B) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, properties where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body or of any third party (including the Company’s stockholders) is required for the execution and delivery of this Agreement and the Registration Rights Agreement or the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the SharesShares and except for such consents, approvals, authorizations or orders that will be received prior to or as of the Closing Date. Upon the execution and delivery of this Agreement by and the CompanyRegistration Rights Agreement, and assuming the valid execution hereof thereof by each Purchaserthe Purchasers, this Agreement and the Registration Rights Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, 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) and except as the indemnification agreements of the Company in Section 7.3 7.2 hereof may be legally unenforceablelimited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered authorized by the Company. The execution, delivery and performance of this Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated (i) hereby will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Company pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries assets or any of their respective properties may be bound or affected or, to the Company’s knowledge, and subject to satisfaction of the conditions set forth in Section 6(b), any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution execution, delivery and delivery performance of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering and registration for resale of the SharesCommon Shares and compliance with the rules and regulations of the securities exchange or trading market on which the Common Stock is listed. Upon the execution and delivery of this Agreement by the Companydelivery, and assuming the valid execution hereof of this Agreement by each Purchaserthe Investor, this Agreement will constitute a valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceableequity.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement the Transaction Documents and to perform the transactions contemplated herebyhereby and thereby. This Agreement Each Transaction Document has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement the Transaction Documents by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions herein contemplated hereby and thereby will not (i) will not violate any provision of the organizational documents of the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, ; (ii) (A) will not result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Company, of any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, pursuant to the terms Company that would have a Material Adverse Effect; or provisions of, and (Biii) will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries assets or any of their respective properties may be bound or affected or, that would have a Material Adverse Effect; or (B) to the Company’s 's knowledge, and subject to satisfaction of the conditions set forth in Section 6.02, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any of its Subsidiaries or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in properties that would have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution execution, delivery and delivery performance of this Agreement the Transaction Documents or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering and issuance of the SharesShares and the shares of Common Stock issuable upon exercise of the Warrants and compliance with the rules and regulations of the securities exchange or trading market on which the Common Stock is listed. Upon the execution and delivery of this Agreement by the Companydelivery, and assuming the valid execution hereof of the Transaction Documents by the Purchasers, each Purchaser, this Agreement Transaction Document will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, 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) and except as the indemnification agreements obligations of the Company in Section 7.3 hereof 7.02 of this Agreement or Section 2.4 of the Registration Rights Agreement may be legally unenforceable.

Due Execution, Delivery and Performance of this Agreement. The Company has all requisite full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and judicial decisions of general application relating to or affecting the enforcement of creditors’ rights generally and the application of general equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution may be limited by federal or state securities law or the public policy underlying such laws. The execution, delivery execution and performance of this Agreement and, when executed and delivered, the Investor Rights Agreement by the Company and, as applicable, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, and the consummation of the transactions contemplated herein contemplated (i) and therein will not violate any provision of the Restated Certificate of Incorporation or Restated Bylaws of the Company or the organizational documents of the Company any Subsidiary. The execution and performance of this Agreement and, as applicablewhen executed and delivered, the Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, (ii) (A) Investor Rights Agreement will not result in the creation of any lien, charge, security interest or encumbrance Liens upon any material assets of the Company, of Company or any of its Subsidiaries other than Flotation and, to the Company’s knowledge, Flotation, Subsidiary pursuant to the terms or provisions of, and (B) or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Company or any of its Subsidiaries Subsidiary is a party or by which any of the Company or any of its Subsidiaries Subsidiary or any of their respective properties may be bound or affected or, to the Company’s knowledgeaffected, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any of its Subsidiaries Subsidiary or any of their respective properties, where such conflict, creation, breach, violation or default in any of the foregoing clauses (i), (ii)(A) or (ii)(B) is reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this Agreement and, when executed and delivered, the Investor Rights Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement and the Investor Rights Agreement, except for compliance with the Blue Sky laws state and federal securities laws applicable to the offering of the Shares. Upon the execution Shares and delivery of this Agreement such as may be required by the Company, bylaws and assuming the valid execution hereof by each Purchaser, this Agreement will constitute a valid and binding obligation rules of the CompanyFinancial Industry Regulatory Authority, enforceable in accordance with its termsInc. or The New York Stock Exchange, 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) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.Inc.