Common use of Authorization; Binding Obligations Clause in Contracts

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Note and the subsequent conversion of the Note into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related AgreementsInvestors' Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsInvestors' Rights Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 3.11 of the Investors' Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note and Warrant Shares pursuant hereto, the issuance of the Conversion Shares pursuant to the Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Note Shares, and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Amended and Restated Articles has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsThis Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions of Section 6.8 of this Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization and execution of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investors' Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization due authorization, execution and delivery of this Agreement and the Related AgreementsRegistration Rights Agreement, the performance of all obligations of the Company hereunder at the Closing and, and thereunder and the authorization, sale, issuance and delivery of the Note and Warrant Shares pursuant hereto has been taken or will be taken prior to the Closingtaken. The Agreement and the Related AgreementsRegistration Rights Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable against the Company, in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) as limited by general principles of equity that restrict the availability of specific performance, injunctive relief or other equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions of the Registration Rights Agreement may be limited by applicable federal and state securities laws. The sale of the Note and the subsequent conversion of the Note into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance (or reservation for issuance) and delivery of the Note and Warrant has Shares pursuant hereto have been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, rights and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Note and the subsequent conversion of the Note into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement, the Investors' Rights Agreement and the Related AgreementsStockholders' Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate has been taken or will be taken prior to the Closing. The Agreement, the Investors' Rights Agreement and the Related AgreementsStockholders' Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 3.12 of the Investors' Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this the Exchange Agreement, the Agreement and the each Related AgreementsAgreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Articles has been taken or will be taken prior to the Closing. The Exchange Agreement is a valid and binding obligation of the Related AgreementsCompany, and each Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except in each case (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Sections 2.9 and 2.15 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares and Exchange Series D Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Initial Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Initial Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions may be limited by applicable laws. The sale issuance of the Note Shares hereunder and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the First Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate has been taken or will be taken prior to the First Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remediesremedies and (c) to the extent that the enforceability of the indemnification provisions in Section 3.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement Agreement, the Related Agreements and the Related Spinout Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closingtaken. The Agreement and Agreement, the Related Agreements and Spinout Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in this Agreement, the Related Agreements and the Spinout Agreements may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the CompanyPurchaser and Purchaser Sub, its officers and their respective officers, directors and stockholders, necessary for the authorization of this Agreement and the Related Transactional Agreements, the performance of all obligations of the Company Purchaser and Purchaser Sub hereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Escrow Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate, has been taken or will be taken prior to the Closing. The Agreement and the Related Transactional Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company Purchaser and Purchaser Sub enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in this Agreement may be limited by applicable laws. The sale issuance of the Note Escrow Shares and the subsequent conversion of the Note Escrow Shares into Note Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that will not have not been properly waived or complied with. The with prior to the issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withEscrow Shares.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remediesremedies and (c) to the extent that the enforceability of the indemnification provisions in Section 3.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that refusal, except as set forth in the Company's Bylaws and those rights which have not been properly waived or complied with. The issuance of prior to the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withClosing.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement Agreement, the Certificate and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate, as the case may be, has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Amended and Restated Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related AgreementsWarrants, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Securities pursuant hereto and Warrant the Conversion Shares pursuant to the Charter has been taken or will be taken prior to the Closing. The Agreement Agreement, and the Related AgreementsWarrants, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 6.6 of this Agreement may be limited by applicable laws. The sale of the Note Securities and the subsequent conversion or exercise of the Note Securities, as the case may be, into Note Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights rights, anti-dilution or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related AgreementsInvestors' Rights Agreement and the filing of the Certificate, the performance of all obligations of the Company hereunder at the Closing and, and thereunder and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsInvestors' Rights Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 3.11 of the Investors' Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.be

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in *CONFIDENTIAL TREATMENT REQUESTED 3. 7 Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the CompanyCorporation, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company Corporation hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Articles has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company Corporation enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, reorganization moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investors' Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Initial Closing andand the Subsequent Closing, as applicable, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate of Incorporation has been taken or will be taken prior to the Initial Closing and the Subsequent Closing, as applicable. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All Except for stockholder approval of the Purchase and the transactions contemplated by this Agreement, all corporate action on the part of the Company, its officers and directors Company necessary for the authorization of the execution and delivery of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to taken. This Agreement constitutes the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable against the Company in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; and (bii) general principles of equity that restrict the availability of equitable or legal remedies. The issuance and sale of the Note and the subsequent conversion of the Note into Note Shares Exchange Securities are not and will not be subject to any preemptive rights or rights, rights of first refusal refusal, rights of first offer or other similar rights granted by the Company that have not been properly waived or complied with. The issuance Exchange Securities, when issued in accordance with the terms hereof, shall be duly authorized, validly issued, fully paid and non-assessable and free and clear of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withall Liens.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investors' Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement, the Investor Rights Agreement and the Related AgreementsShareholders Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate has been taken or will be taken prior to the Closing. The Agreement, the Investor Rights Agreement and the Related AgreementsShareholders Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related AgreementsInvestors' Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares and the Warrant pursuant hereto has been taken or will be taken prior to the Closing. The Agreement, and the Investors' Rights Agreement and the Related AgreementsWarrant, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 2.8 of the Investors' Rights Agreement may be limited by applicable laws. The sale of the Note Shares and Warrants (and the subsequent conversion Underlying Shares issuable upon exercise of the Note into Note Shares are Warrant) is not and will not be subject to (a) any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to (b) any preemptive rights or rights of first refusal that have not been properly waived or complied withrights.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Option Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Purchased Shares pursuant hereto and Warrant the First Option Shares and the Second Option Shares pursuant to the Option Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Option Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 6 of the Option Agreements may be limited by applicable laws. The sale of the Note Purchased Shares and the subsequent conversion issuance of shares of the Note into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent Company's Series A Preferred Stock upon exercise of the Warrant for Warrant First Option Shares and the Second Option Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement Agreement, the Certificate and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate, as the case may be, has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the ---------------------------------- part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Certificate of Determination has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 5 of --------- the Registration Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. Authorization; Binding Obligations" \l 2. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Securities pursuant hereto and Warrant the Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Note Notes and the subsequent conversion of the Note Notes into Note Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance Notes, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied withCompany, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action actions on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement, the Investor Rights Agreement ,the Stockholders Agreement and the Related AgreementsRegulatory Sideletter, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Certificate has been taken or will be taken prior to the Closing. The Agreement, the Investor Rights Agreement, the Stockholders Agreement and the Related AgreementsRegulatory Sideletter, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, reorganization moratorium or other laws of general application affecting enforcement of creditors' rights, and ; (bii) general principles of equity that restrict the availability of equitable or legal remedies; and (iii) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related AgreementsWarrants, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Securities pursuant hereto and Warrant the Conversion Shares pursuant to the Charter has been taken or will be taken prior to the Closing. The Agreement Agreement, and the Related AgreementsWarrants, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; (b) general principles of equity that restrict the availability of equitable or legal remedies; and (c) to the extent that the enforceability of the indemnification provisions in Section 6.6 of this Agreement may be limited by applicable laws. The sale of the Note Securities and the subsequent conversion or exercise of the Note Securities, as the case may be, into Note Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Shares are not and will not be subject to any preemptive rights rights, anti-dilution or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance (or reservation for issuance) and delivery of the Note Shares pursuant hereto and Warrant the Conversion Shares pursuant to the Restated Articles has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable or legal remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.8 of the Registration Rights Agreement may be limited by applicable laws. The sale of the Note Shares and the subsequent conversion of the Note Shares into Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The issuance of the Warrant and the subsequent exercise of the Warrant for Warrant Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.