Common use of Authorization; Enforceability Clause in Contracts

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal corporate right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal corporate right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company, enforceable against the Company enforceable in accordance with its terms, except as rights to the extent that indemnification or contribution hereunder may be limited by federal or state securities laws or public policy considerations and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. (i) The Company has full legal right, all requisite corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder, to provide the transactions contemplated herebyrepresentations, warranties and indemnities under this Agreement and all necessary action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company and is a constitutes the legal, valid and binding agreement obligation of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesCompany.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement of the Company Company, enforceable in accordance with its terms, except as rights to the extent that indemnification or contribution hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company Company, and is constitutes a valid, legal, valid and binding agreement obligation of the Company. The Company enforceable in accordance with its terms, except has full power and authority to enter into this Agreement and to issue and sell the extent that enforceability may be limited Placement Shares as contemplated by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesthis Agreement.

Authorization; Enforceability. The Company has full legal right, the corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery by the Company of this Agreement have been approved by all requisite corporate action and no other corporate proceeding on its part are necessary to authorize this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by constitutes the Company and is a legal, valid and binding agreement obligation of the Company enforceable in accordance with its termsCompany, except to the extent that enforceability as it may be limited affected by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar other laws and judicial decisions affecting creditors’ the rights of creditors generally and by general equitable principlesprinciples of equity.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company by, and is a legal, valid and binding agreement of of, the Company, enforceable against the Company enforceable in accordance with its terms, except as rights to indemnification and contribution hereunder may be limited by applicable law and except as the extent that enforceability enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable in accordance with its terms, except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting creditors’ rights generally and by subject to general equitable principlesprinciples of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by this Agreement. This Agreement constitutes the Company and is a legal, valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that enforceability as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesprinciples of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and by limitations imposed by law and public policy on indemnification, contribution or other exculpation.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as rights to the extent that indemnification or contribution hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Agents, is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company Company, and is constitutes a valid, legal, valid and binding agreement obligation of the Company. The Company enforceable in accordance with its terms, except has full power and authority to enter into this Agreement and to issue and sell the extent that enforceability may be limited Stock as contemplated by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesthis Agreement.

Authorization; Enforceability. The Company has full legal rightCompany, power its officers, directors and authority stockholders have taken all action necessary to enter into authorize, execute and deliver this Agreement and perform to consummate the transactions contemplated herebyherein. This Agreement and the Share Registration Rights Agreement each has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement obligation of the Company Company, enforceable against it in accordance with its terms, except to the extent that insofar as enforceability may be limited affected by bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting creditors’ creditor's rights generally and by general the availability of any particular equitable principlesremedy.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as rights to indemnification or contribution hereunder may be limited by federal or state securities laws and public policy considerations thereof and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnity or contribution hereunder may be limited by federal or state securities laws and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable Law and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated herebyAgreement. This Agreement has been duly authorizedauthorized by all necessary corporate action and constitutes valid and legally binding obligations of the Company, executed and delivered by enforceable against the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered validly authorized by the Company and is a legal, valid and binding agreement of enforceable against the Company enforceable in accordance with its terms, except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principlesprinciples of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Company has full power and lawful authority to authorize, issue and sell the Preferred Stock to be sold by it hereunder on the terns and conditions set forth herein.

Authorization; Enforceability. The Company has full legal rightcapacity, power and authority to enter into this Agreement and perform to consummate the transactions contemplated herebyhereunder. This Agreement has been duly authorized, and validly executed and delivered by the Company and is constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Transactions to be entered into by the Company has full legal rightare within the Company’s corporate powers and have been duly authorized by all necessary corporate and, power and authority to enter into this Agreement and perform if required, equity-holder action on behalf of the transactions contemplated herebyCompany. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable in accordance with its terms, except subject to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws applicable Debtor Relief Laws affecting creditors’ rights generally and by subject to general equitable principlesprinciples of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesCompany.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by federal or state securities Laws and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power execution and authority to enter into delivery of this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorizedauthorized by Company, executed and delivered by the Company and is this Agreement constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable in accordance with its terms, except subject to bankruptcy and other laws of general application affecting the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally of creditors and by general the availability of equitable principlesremedies.

Authorization; Enforceability. The Company has full legal corporate right, power and authority to enter into this Agreement and the Private Placement Subscription Agreements, and perform the transactions contemplated hereby. This Agreement has and the Private Placement Subscription Agreements have been duly authorized, executed and delivered by the Company and is a are legal, valid and binding agreement agreements of the Company enforceable in accordance with its their terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has the full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesprinciples or (ii) the indemnification provisions of this Agreement may be limited by public policy considerations in respect thereof.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent rights to indemnification or contribution hereunder may be limited by federal or state securities laws and public policy considerations in respect thereof and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal all corporate right, power and authority to enter into into, execute and deliver this Agreement and perform each other agreement, document, instrument and certificate to be executed by the Company in connection with the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal all requisite right, power and authority to enter into this Agreement execute and perform deliver the Transaction Documents and consummate the transactions contemplated herebythereby. This Agreement has been duly authorized, executed The execution and delivered delivery of the Transaction Documents by the Company and is a the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite corporate action. The Transaction Documents have been duly executed and delivered and constitute the legal, valid and binding agreement obligations of the Company Company, enforceable in accordance with its their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and is a delivery of this Agreement by the other party hereto, constitutes the legal, valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except subject to the extent that enforceability may be limited by effects of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar general laws of applicability affecting creditors’ ' rights generally and by to general equitable principles.

Authorization; Enforceability. The Company has full legal rightthe capacity to execute, power and authority to enter into this Agreement deliver and perform the transactions contemplated herebythis Agreement. This Agreement has been duly authorized, and all other documents to be executed and delivered by the Company pursuant to this Agreement have been and is a will be duly executed and delivered and constitute or, upon execution, will constitute, the legal, valid and binding agreement obligations of the Company Company, enforceable in accordance with its their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, the corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery by the Company of this Agreement have been approved by all requisite corporate action and no other corporate proceeding on its part is necessary to authorize this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by constitutes the Company and is a legal, valid and binding agreement obligation of the Company enforceable in accordance with its termsCompany, except to the extent that enforceability as it may be limited affected by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar other laws and judicial decisions affecting creditors’ the rights of creditors generally and by general equitable principlesprinciples of equity.

Authorization; Enforceability. The Company has full legal right, all requisite company power and authority to enter into execute and deliver this Agreement and perform Agreement, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. This Agreement has been duly authorized, and validly executed and delivered by the Company Company, and is a constitutes the legal, valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, the power and authority capacity to enter into this Agreement and perform to consummate the transactions contemplated herebyTransaction. This Agreement has been duly authorized, and validly executed and delivered by the Company and is a constitutes the legal, valid and binding agreement obligation of the Company Company, enforceable in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws affecting from time to time in effect that affect creditors’ rights generally generally, and by general legal and equitable principleslimitations on the availability of specific remedies.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and to perform all of its obligations hereunder and this Agreement constitutes a valid and legally binding agreement and obligation of the transactions contemplated herebyCompany, subject to the Enforceability Exception. This The execution and delivery of this Agreement has been duly authorized, executed and delivered the performance by the Company and is a legal, valid and binding agreement of its obligations hereunder have been duly authorized by all requisite corporate action of the Company and no further action or approval is required for this Agreement to be a binding and enforceable in accordance with its terms, except to obligation of the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesCompany.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnification or contribution hereunder may be limited by federal or state securities laws and public policy considerations thereof and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal corporate right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ ' rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered validly authorized by the Company and is a legal, valid and binding agreement of enforceable against the Company enforceable in accordance with its terms, except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principlesprinciples of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Company has full power and lawful authority to authorize, issue and sell the Units to be sold by it hereunder on the terms and conditions set forth herein.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that indemnification or contribution rights that may be limited by federal or state securities laws and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into execute and deliver this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as to rights to indemnification or contribution hereunder which may be limited by federal or state securities laws and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered validly authorized by the Company and is a legal, valid and binding agreement of enforceable against the Company enforceable in accordance with its terms, except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Company has full power and lawful authority to authorize, issue and sell the Units to be sold by it hereunder on the terms and conditions set forth herein. 2.4

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by federal or state securities Laws and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, all corporate power and authority to enter into this Agreement and perform to carry out the transactions contemplated herebyprovisions and conditions hereof. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ ' rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, the corporate power and authority to enter into this Agreement and the Warrants and to perform the transactions contemplated hereby. This Agreement has and the Warrants have been duly authorized, executed and delivered by the Company and is a are legal, valid and binding agreement agreements of the Company enforceable in accordance with its their terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles, and by public policy limitations relating to indemnification and similar matters.

Authorization; Enforceability. The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company Company, enforceable in accordance with its terms, except as rights to the extent that indemnification or contribution hereunder may be limited by federal or state securities laws or public policy considerations and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to the extent that indemnification or contribution hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company It has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated herebyand/or into any other agreement, document or schedule attached thereto. This Agreement has been duly authorizedAgreement, when executed and delivered by it, will constitute the valid and legally binding obligations of the Investor, legally enforceable against the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has the full legal right, power and authority (i) to enter into into, execute and deliver this Agreement Agreement, and (ii) to perform the transactions contemplated herebyall of its obligations hereunder. This Agreement has been duly authorizedand all other agreements, executed certificates, documents and delivered by instruments contemplated hereby, to which the Company and is a party, will be legal, valid and binding agreement obligations of the Company Company, and will be enforceable in accordance with its their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has the full legal right, power and authority to enter into this Agreement and the Purchase Agreement and to perform and to discharge its obligations hereunder and thereunder; and each of this Agreement and the transactions contemplated hereby. This Purchase Agreement has been duly authorized, executed and delivered by the Company Company, and is constitutes a legal, valid and binding agreement obligation of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding 7 agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.. 

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid legal and binding agreement of the Company Company, generally enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnification or contribution hereunder may be limited by federal or state securities laws and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, the requisite limited liability company power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations under this Agreement, and perform to consummate the transactions contemplated herebyby this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a this Agreement and other agreements contemplated hereunder, assuming the due authorization, execution and delivery in each case by the other parties hereto and thereto, will constitute, upon such execution and delivery, the legal, valid and binding agreement obligations of the Company Company, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally their terms and by general equitable principlesconditions.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into execute this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesCompany.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by this Agreement. This Agreement constitutes the Company and is a legal, valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principlesprinciples of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and by limitations imposed by law and public policy on indemnification or exculpation.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Agent, is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and the Warrants and to perform the transactions contemplated herebyhereby and thereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated herebyAgreement. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legalvalid, valid legal and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting creditors’ the rights of creditors generally and by subject to general equitable principlesprinciples of equity.

Authorization; Enforceability. The (a) Company has full legal right, the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Company, and perform the transactions contemplated hereby. This consummation by it of its obligations under this Agreement, have been authorized by all necessary corporate action, subject to shareholder approval, and this Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement obligation of the Company enforceable in accordance with its terms, except to the extent that enforceability as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or similar other laws affecting creditors’ rights generally and by subject to general equitable principlesprinciples of equity.

Authorization; Enforceability. The Company has full legal rightCompany, power its officers, directors and authority stockholders have taken all action necessary to enter into authorize, execute and deliver this Agreement and perform to consummate the transactions contemplated herebyherein. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement obligation of the Company Company, enforceable against it in accordance with its terms, except to the extent that insofar as enforceability may be limited affected by bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws affecting creditors’ creditor's rights generally and by general the availability of any particular equitable principlesremedy.

Authorization; Enforceability. The Company has full legal corporate right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a constitutes the legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, the corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company Corporation has full legal corporate right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company Corporation and is a legal, valid and binding agreement of the Company Corporation enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal all corporate right, power and authority to enter into this Agreement the Agreements and perform to consummate the transactions contemplated herebyby the Agreements. This Agreement has The Agreements have been duly authorized, executed and delivered by the Company and is a constitute legal, valid and binding agreement obligations of the Company, enforceable against the Company enforceable in accordance with its their terms, except subject to the extent that enforceability may be limited by laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, reorganizationinjunctive relief or other equitable remedies, moratorium or similar laws affecting creditors’ rights generally and by general equitable principlesto limitations of public policy.

Authorization; Enforceability. The Company has full legal right, corporate power and authority to enter into this Agreement Agreement, the Warrant Indenture and the Warrant Certificates and perform the transactions contemplated hereby/thereby. This Agreement has Agreement, the Warrant Indenture and the Warrant Certificates have been duly authorized, executed and delivered by the Company and is constitute a legal, valid and binding agreement of the Company enforceable in accordance with its their terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by public policy or general equitable principles.