Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction in accordance with the terms hereof. The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each to complete the Note Exchange Transactions, including the issuance of the other agreements entered into by Common Shares and the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Preferred Shares, in accordance with the terms hereof. The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note Securities and the reservation for issuance and issuance of shares available of the Company’s common stock issuable upon conversion of the Exchange Note has Preferred Shares, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each to complete the Note Exchange Transactions, including the issuance of the other agreements entered into by Common Shares and the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Preferred Shares, in accordance with the terms hereof. The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note Securities and the reservation for issuance and issuance of shares available of the Company’s common stock issuable upon conversion of the Exchange Note has Preferred Shares, have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the Exchange Shares in accordance with the terms hereof). The As of the date hereof, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note Shares has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is will be required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Rights and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Exchange (including, without limitation, the issuance of the Rights and the Exchange Common Shares (the “Exchange Primary Securities”) and upon exercise of the Rights, the Reserved Shares, in each case, in accordance with the terms hereof). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note Primary Securities and the reservation for issuance and issuance of shares available Reserved Shares issuable upon conversion exercise of the Exchange Note Rights has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by general equitable principles of equity or and applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar moratorium and other laws relating to, or of general application affecting generally, the enforcement of applicable creditors’ rights and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and except (iii) insofar as rights to indemnification and to contribution provisions may be limited by federal or state securities lawsapplicable law.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Exchange Note and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Transactions (including, without limitation, the issuance of the Exchange Note in accordance with the terms hereof). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of to issue the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction New Notes in accordance with the terms hereofhereof and thereof. The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note New Notes and the reservation for issuance and issuance of shares available common stock of the Company, par value $0.001 (the “Common Stock”) issuable upon conversion of the Exchange Note has New Notes, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Exchange Documents “Purchase and Conversion Documents”), including, without limitation, to consummate the Transaction Purchase and the Conversion and to issue the Conversion Shares in accordance with the terms hereofhereof and thereof. The execution and delivery of the Exchange Purchase and Conversion Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the Purchase, the Conversion and the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note has Conversion Shares, have been duly authorized by the Company’s Board of Directors and of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States, no further filing, consent, consent or authorization is required by the Company, Company or of its Board of Directors or its stockholdersshareholders in connection with the Purchase or the Conversion. This Agreement and the other Exchange Purchase and Conversion Documents have been duly executed and delivered by the Company, Company and constitute the legal, valid and binding obligations of the Company, 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawsremedies.

Authorization and Binding Obligation. The Company Reno has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Settlement Documents to which it is a party and to consummate the Transaction Transfer in accordance with the terms hereof. The As of the date hereof, the execution and delivery of this Agreement and the Exchange other Settlement Documents by the Company Reno and the consummation by the Company Reno of the transactions contemplated hereby and thereby, including, without limitation, the issuance acquisition of the Exchange Note Securities Consideration in the Asset Sale and the reservation for issuance and issuance of shares available upon conversion of other transactions contemplated by the Exchange Note has Settlement Documents will have been duly authorized by the CompanyReno’s Board of Directors and no further filing, consent, or authorization is will be required by the CompanyReno, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been Each Settlement Document has been, duly executed and delivered by the CompanyReno, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the CompanyReno, enforceable against the Company Reno 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Exchange Notes and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Transactions (including, without limitation, the issuance of the Exchange Notes in accordance with the terms hereof). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note Notes has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Preferred Shares in accordance with the terms hereofhereof and the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note New Preferred Shares in accordance with the terms hereof and the reservation for issuance and issuance of shares available upon conversion the New Conversion Shares in accordance with the terms of the Exchange Note New Certificate of Designations, has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of to issue the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Equity Securities in accordance with the terms hereof. The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note Common Stock, the Warrants and the Additional Warrants, and the reservation for issuance issuance, and the issuance of shares available Common Stock issuable upon conversion exercise of the Exchange Note has Warrants and the Additional Warrants, have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the New Note and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Note in accordance with the terms hereofhereof and thereof). The As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange New Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note has will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization is will be required by the Company, its Board of Directors or its stockholdersshareholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement and has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of to issue the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction New Note in accordance with the terms hereof. The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note New Note, and the reservation for issuance and issuance of shares available of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of the Exchange New Note has (the “Conversion Shares” and together with the New Note, the “Securities”), have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Transactions (including, without limitation, the issuance of the New Note in accordance with the terms hereof). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange New Note and in accordance with the reservation for issuance and issuance of shares available upon conversion of the Exchange Note terms hereof, has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of to enter into the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction New Note in accordance with the terms hereofhereof and thereof. The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange New Note and the reservation for issuance and issuance shares of shares available Common Stock of the Company issuable upon conversion of the Exchange New Note has (the shares issuable upon conversion of the New Note are collectively referred to herein as “Conversion Shares” and, with the New Note, the “Securities”), have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the New Certificate of Designations and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Preferred Shares in accordance with the terms hereofhereof and thereof). The As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note New Preferred Shares and the reservation for issuance and issuance of shares available New Conversion Shares issuable upon conversion of the Exchange Note has New Preferred Shares will have been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is will be required by the Company, its Board of Directors or its stockholders. This Agreement and has been and, as of the Closing Date, the other Exchange Documents will have been been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the Exchange Shares in accordance with the terms hereof). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange Note Shares has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company Holder has the requisite power and authority to enter into and perform its obligations under this Agreement Agreement, the New Investor Note and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Investor Note in accordance with the terms hereofhereof and thereof). The execution and delivery of the Exchange Documents by the Company Holder and the consummation by the Company Holder of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note and the reservation for issuance and issuance of shares available upon conversion of the Exchange New Investor Note has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board Holder to effect the issuance of Directors or its stockholdersthe New Investor Note. This Agreement and the other Exchange Documents have been duly executed and delivered by the CompanyHolder, and constitute the legal, valid and binding obligations of the CompanyHolder, enforceable against the Company Holder 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Transactions (including, without limitation, the issuance of the New Primary Securities in accordance with the terms hereofhereof and the reservation and issuance of the New Warrant Shares in accordance with the terms of the New Warrant). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note New Primary Securities in accordance with the terms hereof and the reservation for issuance and issuance of shares available upon conversion the New Warrant Shares in accordance with the terms of the Exchange Note New Warrant, has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Shares and the New Warrant in accordance with the terms hereofhereof and the reservation and issuance of the New Warrant Shares in accordance with the terms of the New Warrant, as applicable). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note New Shares and the New Warrant in accordance with the terms hereof and the reservation for issuance and issuance of shares available upon conversion the New Warrant Shares in accordance with the terms of the Exchange Note New Warrant, as applicable, has been duly authorized by the Company’s Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of to issue the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Shares in accordance with the terms hereof. The execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchange Note Shares, and the reservation for issuance issuance, and the issuance of shares available the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable upon conversion of the Exchange Note has Series G Preferred (together with the Shares, the “Equity Securities”), have been duly authorized by the Company’s 's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Exchange Documents have has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations 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 or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.