Common use of Validity and Binding Effect of Agreements Clause in Contracts

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow Agreement and the Representative’s Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow Agreement and the Representative’s Warrants Warrant has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow This Agreement and the Representative’s Warrants has been duly and validly authorized by the Company, and, when executed Company and delivered, will constitute, a constitutes the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its terms, and the Warrant Agreement and the Warrants have been duly and validly authorized by the Company, and when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, Agreement and the Escrow Agreement and the Representative’s Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement by and between the Company and VStock Transfer, LLC (the “Warrant Agreement”), and the Representative’s Warrants has Warrant have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21.4), the Warrants Purchase Agreement and the Representative’s Warrants has Forward Purchase Contract have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a constitute the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement and the Representative’s Warrants has Escrow Agreement (as defined in Section 2.24.2 hereof) have been duly and validly authorized by the Company, and, when executed Company and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow Agreement, the Share Escrow Agreement and the Representative’s Underwriter Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement by and between the Company and VStock Transfer, LLC (the “Warrant Agreement”), and the Representative’s Warrants has Unit Purchase Option have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each The execution, delivery and performance of this Agreement, the Escrow Agreement Representative’s Warrant and the Representative’s Warrants has Warrant Agreement have been duly and validly authorized by the Company, and, this Agreement, constitute, and the Representative’s Warrant and the Representative’s Warrant Agreement, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, in each case, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each The execution, delivery and performance of this Agreement, the Escrow Agreement Warrant Agreement, the Warrants and the Representative’s Warrants has Warrant Agreement have been duly and validly authorized by the Company, andand the Warrant Agreement, the Warrants and the Representative’s Warrant Agreement, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow Agreement and the Representative’s Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow This Agreement and the Representative’s Warrants has Warrant Agreement (as hereinafter defined) have been duly and validly authorized by the CompanyCompany and constitute, and the Representative's Purchase Option, the Financial Advisory Agreement and the Merger and Acquisition Agreement have been duly and validly authorized by the Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each The execution, delivery and performance of this Agreement, the Escrow Agreement Warrants, the Warrant Agreement, and the Representative’s Warrants has Warrant have been duly and validly authorized by the Company, and, this Agreement, constitute, and the Representative’s Warrant, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, in each case, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each The execution, delivery and performance of this Agreement, the Escrow Warrants, the Pre-Funded Warrants, the Warrant Agent Agreement and the Representative’s Warrants has Warrant have been duly and validly authorized by the Company. This Agreement constitutes, andand the Representative’s Warrant, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, in each case, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (iib) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow This Agreement and the Representative’s Warrants has been duly and validly authorized by the Company, and, when executed Company and delivered, will constitute, a constitutes the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited and the Warrant Agreement and the Warrants have been duly and validly authorized by bankruptcythe Company, insolvencyand when executed and delivered, reorganization or similar laws affecting creditors’ rights generally; except will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow Agreement Agreement, the Warrants and the Representative’s Warrants Warrant has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement by and between the Company and [●] (the “Warrant Agreement”), and the Representative’s Warrants has Representatives’ Warrant have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrants, the Warrant Agency Agreement between the Company and the RepresentativeCompany’s Warrants has transfer agent (the “Warrant Agency Agreement”) and the Underwriters’ Warrant and all related ancillary documents have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a constitute valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and or state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Trust Agreement, the Subscription Agreement, the Placement Warrant Purchase Agreement, the Warrant Agreement and the Representative’s Warrants has Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company, Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, a constitute valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each The execution, delivery and performance of this Agreement, the Escrow Warrants, the Warrant Agent Agreement and the Representative’s Warrants has Warrant have been duly and validly authorized by the Company. This Agreement constitutes, andand the Representative’s Warrant, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, in each case, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (iib) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, Agreement and the Escrow Agreement and the Representative’s Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow This Agreement and the Representative’s Warrants has Warrant Agreement (as hereinafter defined) have been duly and validly authorized by the CompanyCompany and constitute, and the Representative's Purchase Option and the Merger and Acquisition Agreement, have been duly and validly authorized by the Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow This Agreement and the Representative’s Warrants has been duly and validly authorized by the Company, andand this Agreement, the Underwriter's Purchase Option and the Warrant Agreement (as hereinafter defined) have been duly and validly authorized by the Company and constitute, or when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement by and between the Company and Madison Stock Transfer, Inc. (the “Warrant Agreement”), and the Representative’s Warrants has Warrant have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow Agreement and the Representative’s Representatives’ Warrants has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement (as hereinafter defined) and the Representative’s Warrants has 's Purchase Option have been duly and validly authorized by the Company, andand this Agreement, the Warrant Agreement and the Representative's Purchase Option when executed and delivereddelivered pursuant to this Agreement, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Rights Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21.5), the Insider Letters and the Representative’s Warrants has Subscription Agreements have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a constitute the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow This Agreement and the Representative’s Warrants has Warrant Agreement (as hereinafter defined) have been duly and validly authorized by the CompanyCompany and constitute, and the Underwriters’s Purchase Option and the Merger and Acquisition Agreement, have been duly and validly authorized by the Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Agreement Placement Agent Unit Purchase Option, and the Representative’s Warrants warrant agent agreement by and between the Company and Direct Transfer LLC (formerly Interwest Transfer Co., Inc.) (the “Warrant Agent Agreement”) each has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, a the valid and binding agreement of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement by and between the Company and Empire Stock Transfer (the “Warrant Agreement”), and the Representative’s Warrants has Warrant have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this This Agreement, the Escrow Warrant Agreement by and between the Company and [●] (the “Warrant Agreement”), and the Representative’s Warrants has Unit Purchase Option have been duly and validly authorized by the Company, Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. Each of this Agreement, the Escrow This Agreement and the Representative’s Warrants has Warrant Agreement (as hereinafter defined) have been duly and validly authorized by the CompanyCompany and constitute, and the Representative’s Purchase Option, the Financial Advisory Agreement and the Merger and Acquisition Agreement have been duly and validly authorized by the Company and, when executed and delivered, will constitute, a the valid and binding agreement agreements of the Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.