Common use of Authority and Approval of Agreement; Binding Effect Clause in Contracts

Authority and Approval of Agreement; Binding Effect. The Company hereby represents and warrants to the Holder that (a) the execution and delivery by the Company of this Amendment, the Replacement Note, and all other documents executed and delivered in connection herewith and therewith, and the performance by Company of all of its obligations hereunder and thereunder, have been duly and validly authorized and approved by the Company and its board of directors, managers, members, shareholders, and other Persons pursuant to all applicable laws, and no other corporate or company action or consent on the part of the Company or its board of directors, stockholders, members, managers, or any other Person, is necessary or required by the Company to execute this Amendment, the Replacement Note, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Company’s obligations hereunder and thereunder and (b) this Amendment, the Replacement Note, and each of the documents executed and delivered in connection herewith and therewith have been duly and validly executed by the Company (and the Person executing this Amendment, the Replacement Note, and all such other documents for the Company is duly authorized to act and execute same on behalf of Company) and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The Company hereby represents and warrants to the Holder that (a) the execution and delivery by the Company of this Amendment, Agreement and the Replacement Note, and all other documents executed and delivered in connection herewith and therewithTransaction Documents to which it is a party, and the performance by the Company of all of its obligations Obligations hereunder and thereunder, including the issuance of the Securities, have been duly and validly authorized and approved by the Company and its board of directors, managers, members, shareholders, and other Persons directors pursuant to all applicable laws, Laws and no other corporate or company action or consent Consent on the part of the Company or Company, its board of directors, stockholders, members, managers, stockholders or any other Person, Person is necessary or required by the Company to execute this Amendment, the Replacement Note, Agreement and the documents executed and delivered in connection herewith and therewithTransaction Documents, to consummate the transactions contemplated herein and therein, or perform all of the Company’s obligations Obligations hereunder and thereunder thereunder, or to issue the Securities, except such as have been already obtained or as may be required under the Securities Act or the rules and (b) this Amendmentregulations of the SEC thereunder, state securities or blue sky laws, the Replacement Noterules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or The Nasdaq Stock Market LLC (“Nasdaq”). This Agreement and each of the documents executed and delivered in connection herewith and therewith Transaction Documents have been duly and validly executed by the Company (and the Person officer executing this Amendment, the Replacement Note, Agreement and all such other documents for the Company Transaction Documents is duly authorized to act and execute same on behalf of the Company) and constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The Company hereby represents and warrants to the Holder that (a) the execution and delivery by the Company Borrowers of this Amendment, the Replacement Revolving Note, and all other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrowers of all of its obligations their Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Company Borrowers and its their board of directors, managers, members, shareholders, and other Persons directors pursuant to all applicable lawslaws and other than the corporate action or resolutions delivered by the Borrowers in connection with this Amendment, and no other corporate or company action or consent Consent on the part of the Company or its Borrowers, their board of directors, stockholders, members, managers, stockholders or any other Person, Person is necessary or required by the Company Borrowers to execute this Amendment, the Replacement Revolving Note, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the Company’s obligations Borrowers’ Obligations hereunder and thereunder and (b) this thereunder. This Amendment, the Replacement Note, Revolving Note and each of the documents executed and delivered in connection herewith and therewith have been duly and validly executed by the Company Borrowers (and the Person officer executing this Amendment, the Replacement Note, Amendment and all such other documents for the Company each Borrower is duly authorized to act and execute same on behalf of Companythe Borrowers) and constitute the valid and legally binding agreements of the CompanyBorrowers, enforceable against the Company Borrowers in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The Company hereby represents and warrants to the Holder that (a) the execution and delivery by the Company Borrower of the Amended and Restated Note, this Amendment, the Replacement Note, and all other documents executed and delivered in connection herewith and therewith, and the performance by Company Borrower of all of its obligations Obligations hereunder and thereunder, have been duly and validly authorized and approved by the Company Borrower and its board of directors, managers, members, shareholders, and other Persons directors pursuant to all applicable laws, and other than the corporate action or resolutions delivered by the Borrower in connection with this Amendment, no other corporate or company action or consent on the part of the Company or Borrower, its board of directors, stockholders, members, managers, stockholders or any other Person, Person is necessary or required by the Company Borrower to execute the Amended and Restated Note, this Amendment, the Replacement Note, and the documents executed and delivered in connection herewith and therewith, to consummate the transactions contemplated herein and therein, or perform all of the CompanyBorrower’s obligations Obligations hereunder and thereunder thereunder. The Amended and (b) Restated Note, this Amendment, the Replacement Note, and each of the documents executed and delivered in connection herewith and therewith therewith, have been duly and validly executed by the Company Borrower (and the Person officer executing this Amendment, the Replacement Note, Amendment and all such other documents for the Company Borrower is duly authorized to act and execute same on behalf of Companythe Borrower) and constitute the valid and legally binding agreements of the CompanyBorrower, enforceable against the Company Borrower in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.