Common use of Authority; Enforceability Clause in Contracts

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have has been duly authorized, executed and delivered by the Company and are is the valid and binding agreements agreement of the Company, enforceable in accordance with their terms, subject to except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to creditors’ rights generally, or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents this Agreement and to perform its obligations thereunder.hereunder;

Authority; Enforceability. This Agreement, the NoteNotes, the Conversion Shares, Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have has been duly authorized, executed and delivered by the Company and, as of the Closing Date, the Warrants will be duly authorized, executed and are delivered by the Company. This Agreement and, as of the Closing Date, the Warrants will be, valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations hereunder and thereunder.

Authority; Enforceability. This Agreement, the NoteLock-Up Agreements, the Warrants, the Stock Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Registration Rights Agreement and any other agreements delivered together with this Agreement herewith or therewith or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents this Agreement and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Security Agreements, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Conversion Shares, Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNew Notes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementInterest Documents, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Agreements and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteCommon Shares, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Agreement and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Agreements and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”"TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementSecurities, and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the WarrantsPurchased Securities, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, the Lock-Up Agreements and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, Warrant, the WarrantsSecurity Agreement, Subsidiary Guaranty, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the WarrantsNotes, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Agreement and any other agreements referred to, delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”"TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Warrants and any other agreements referred to, delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NotePreferred Stock, the WarrantsCertificate of Designation, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteShares, the Warrants, the Funds Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any all other agreements delivered together with this Agreement or in connection herewith to which the Company is a party (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Conversion Shares, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Warrant and Collateral Agent Agreement, and any other agreements delivered by the Company together with this Agreement or in connection herewith (collectively the “Transaction DocumentsCompany Agreements”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements agreements, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The ; and the Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents Company Agreements, and to perform its obligations thereunderunder all of the Company Agreements.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the and Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any all other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”"TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementAdditional Investment Rights, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and Subsidiaries (as applicable) and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementPurchased Shares, and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Shares, Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Security Agreements, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, the Exchange Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the WarrantsPurchased Securities, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Agreements and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, the Security Agreement, Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”"TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the WarrantsWarrant, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementGuaranty, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”"TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note2024 Secured Notes, the Warrants, Security Agreement and the Escrow A&R Intercreditor Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith therewith (collectively “Transaction Documents”) have been duly authorized, executed executed, and delivered by the Company Eastside and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company Eastside has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder, including, without limitation, the issuance of the 2024 Secured Notes.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementGuaranty, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Security Agreements, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Security Agreement described in Section 13 of this Agreement, Security Agreement, and Collateral Agent Agreement, the Escrow Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementCommon Stock, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteCertificate, the Preferred Shares, the Conversion Shares, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NotePreferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”"TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NotePreferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Guaranty Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”) "), have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NotePreferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Agreements and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the WarrantsSecurities, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Common Shares and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteShares, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteCommon Stock, the Warrants, Warrant Shares, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteCertificate of Designation, the Shares, Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Warrant Shares and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementWarrant, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the WarrantsShares, the Escrow Agreement, Security AgreementA Warrant, and Collateral Agent Agreement, and any all other agreements delivered together with this Agreement or in connection herewith to which the Company is a party (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent AgreementInterest Shares, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteTerm Sheet, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and Subsidiaries (as applicable) and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its their obligations thereunder.

Authority; Enforceability. This Agreement, the NotePreferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Security and Pledge Agreements, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, and Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”"TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Funds Escrow Agreement, Security Agreement, and Collateral Agent Agreement, the Shares Escrow Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Agreement and any other agreements delivered together with this Agreement or in connection herewith with the issuance of the Securities (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, usury, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteShares, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Warrants and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the WarrantsShares, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the NoteNotes, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively the “Transaction Documents”) have been duly authorizedauthorized by all necessary action on the part of the Company (including shareholder action), have been duly executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its their obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreementthe Lock-Up Agreements, and Collateral Agent the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, and the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the -------------------------- Escrow Agreement, Security Agreement, Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “"Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Warrants, the Escrow Agreement, Security Agreement, Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Note, the Shares, the Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, Lockup Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.