Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection therewith other than in connection with the Required Approvalstherewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Each of the Company and the Issuer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the Issuer and the consummation by it the Company and the Issuer of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and the Issuer and no further action is required by the CompanyCompany and the Issuer, its board their boards of directors or its stockholders their shareholders in connection therewith other than in connection with the Required Approvalsherewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and the Issuer and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company and the Issuer enforceable against the Company and the Issuer in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and its stockholders, and no further action is required by the Company, its board of directors Company or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvalsstockholders. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection therewith herewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company Company, and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute constitutes the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite all corporate right, power and authority to enter into this Agreement and each of the other Transaction Documents and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder contemplated hereby and thereunderthereby. The execution All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution, delivery of each and performance of the Transaction Documents by the Company Company, the authorization, sale, issuance and delivery of the Securities contemplated herein and the consummation by it performance of the transactions contemplated thereby Company’s obligations hereunder and thereunder has been taken. The Transaction Documents have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms except their terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each this Agreement and the Certificate of the Transaction Documents Designation and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company this Agreement, and the consummation by it each of the transactions contemplated thereby have hereby has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. Each Transaction Document has been (or This Agreement, upon delivery delivery, will have been) been duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders Company in connection herewith and therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its stockholders the Company’s shareholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors Board or its stockholders in connection therewith other than in connection with the Required Approvalstherewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors director or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and its stockholders and no further action is required by the Company, its board of directors Company or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Each of the Company and the Issuer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the Issuer and the consummation by it the Company and the Issuer of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and the Issuer and no further action is required by the CompanyCompany and the Issuer, its board their boards of directors or its stockholders their shareholders in connection therewith other than in connection with the Required Approvalsherewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and the Issuer and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company and the Issuer enforceable against the Company and the Issuer in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law .

Authorization; Enforcement. The person or entity executing these documents on behalf of the Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents in this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than as set forth in connection with the Required Approvalsthis Agreement. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby (including authorization and issuance of the Shares and delivery thereof) have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Each of the Company and the Issuer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the Issuer and the consummation by it the Company and the Issuer of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and the Issuer and no further action is required by the CompanyCompany and the Issuer, its board their boards of directors or its stockholders their shareholders in connection therewith other than in connection with the Required Approvalsherewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and the Issuer and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company and the Issuer enforceable against the Company and the Issuer in accordance with its terms except (iA) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (iiB) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (C) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and its stockholders, and no further action is required by the Company, its board of directors Company or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders shareholders, in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will shall have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will shall constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents under this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereunder have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the “Required Approvals” (as defined in subsection 3(D) below). Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or other equitable remediesat law) and except as the indemnification agreements and penalty provisions hereof may be legally unenforceable.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of the Company and no further consent or action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvalsstockholders. Each Transaction Document The Agreement has been (or upon delivery will have beenbe) duly executed by the Company and, assuming the due authorization, execution and delivery by the other parties thereof, is, or when delivered in accordance with the terms hereof and thereofhereof, will constitute constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company person or entity executing these documents on behalf of TRBT has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents in this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company TRBT and the consummation by it of the transactions contemplated hereby thereby have been duly authorized by all necessary action on the part of the Company TRBT and no further action is required by the CompanyTRBT, its board of directors or its stockholders in connection therewith other than as set forth in connection with the Required Approvalsthis Agreement. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company TRBT and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company TRBT enforceable against the Company TRBT in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby have hereby has been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors director or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents Agreements and the Warrants and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents Agreements and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders Company in connection therewith other than in connection with the Required Approvalstherewith. Each of the Transaction Document has Agreements and the Warrants have been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation obligations of the Company enforceable against the Company in accordance with its terms their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally generally; and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite All corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board officers, directors and stockholders necessary for the authorization, execution and delivery of directors this Agreement, the Notes, the Registration Rights Agreement (the “Transaction Documents”) and the performance of all obligations of the Company hereunder and thereunder, and the authorization (or its stockholders in connection therewith other than in connection with reservation for issuance), sale and issuance of the Required ApprovalsNotes, and the Common Stock into which the Notes is convertible or exercisable, have been taken on or prior to the date hereof. Each of the Transaction Document Documents has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company's stockholders in connection therewith herewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law..

Authorization; Enforcement. The Company has the requisite ---------------------------- corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders Company in connection therewith other than in connection with the Required Approvals. Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its the board of directors of the Company or its the Company’s stockholders in connection therewith other than in connection with therewith, including, without limitation, the Required Approvalsissuance of the Preferred Stock. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. ​

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. thereunder The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law .

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The the execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and or thereunder. The execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company and no further corporate consent or action is required to be obtained by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Document Documents to which it is a party has been (been, or upon delivery will have been) be, duly executed by the Company and, when delivered in accordance with the terms hereof and thereoftheir terms, will constitute the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement and to issue the Transaction Documents New Note and otherwise to carry out its obligations hereunder and thereunder. The execution execution, delivery and delivery performance of each of the Transaction Documents by the Company this Agreement and any other agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part Company’s Board of the Company Directors, and no further action is required by consent or authorization of the Company, its board Board of directors Directors (including any committee thereof) or its any class of the Company’s stockholders in connection therewith other than in connection with is required. This Agreement and the Required Approvals. Each Transaction Document has New Note have been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation obligations of the Company enforceable against the Company Company, in accordance with its terms except their terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith .. This Agreement and each other than in connection with the Required Approvals. Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby hereunder and thereunder have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have beenbe) duly executed by the Company andis, or when delivered in accordance with the terms hereof and thereofhereof, will constitute constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and or thereunder. The execution and delivery of each of the Transaction Documents by the Company to which it is a party and the consummation by it of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate action on the part of the Company and no further corporate consent or action is required to be obtained by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the Transaction Document Documents to which it is a party has been (been, or upon delivery will have been) be, duly executed by the Company and, when delivered in accordance with the terms hereof and thereoftheir terms, will constitute the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders shareholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required ApprovalsApprovals (as defined below). Each Transaction Document The Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders shareholders, in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will shall have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will shall constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company CBH has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company CBH and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company CBH and no further action is required by the CompanyCBH, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company CBH and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company CBH enforceable against the Company CBH in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) in so far as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its stockholders the Company’s shareholders in connection therewith herewith other than in connection with the Required Approvals. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company CYKN has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company CYKN and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company CYKN and no further action is required by the Company, its board of directors or its stockholders CYKN in connection therewith other than in connection with the Required ApprovalsApprovals (as hereinafter defined). Each of the Transaction Document Documents has been (or upon delivery will have been) duly executed by the Company CYKN and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company CYKN enforceable against the Company CYKN in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company Manager has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement and any other documents or agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company Manager and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company Manager and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required ApprovalsManager. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company Manager and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company Manager enforceable against the Company Manager in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its the board of directors of the Company or its the Company’s stockholders in connection therewith other than in connection with therewith, including, without limitation, the Required Approvalsissuance of the Series D Preferred Stock. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. ​

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby and under the Base Prospectus have been duly authorized by all necessary action on the part of the Company Company, and no further action is required by the Company, its board the Company’s Board of directors Directors (the “Board of Directors”) or its the Company’s stockholders in connection therewith other than in connection with the Required Approvalstherewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law..

Authorization; Enforcement. The Company Purchaser has the requisite corporate corporate, partnership and/or company power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company Purchaser and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company such Purchaser and no further action is required by the Companysuch Purchaser, its board of directors (or equivalent governing body) or its stockholders stockholders, member or partner in connection therewith other than in connection with the Required Approvalstherewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company Purchaser and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company Purchaser enforceable against the Company Purchaser in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company Corporation has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder thereunder, including to issue, sell and thereunderdeliver the Securities in accordance with the Transaction Documents. The execution and delivery of each of the Transaction Documents by the Company Corporation and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company Corporation and no further action is required by the Company, its board of directors or its stockholders Corporation in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company Corporation and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company Corporation enforceable against the Company Corporation in accordance with its terms except except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally generally; and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further consent or action is required to be obtained or taken, as the case may be, by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvalsstockholders. Each Transaction Document This Agreement has been (or upon delivery will have beenbe) duly executed by the Company andand is, or when delivered in accordance with the terms hereof and thereofhereof, will constitute constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company this Agreement, and the consummation by it the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors of the Company or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. Each Transaction Document has been (or This Agreement, upon delivery delivery, will have been) been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement or the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents to which it is party by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. Upon delivery to the Investor, its board of directors or its stockholders in connection therewith this Agreement and the other than in connection with Transaction Documents to which the Required Approvals. Each Transaction Document has been (or upon delivery Company is a party will have been) been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders shareholders in connection herewith and therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its the board of directors of the Company or its the Company’s stockholders in connection therewith other than in connection with therewith, including, without limitation, the Required Approvalsissuance of the Preferred Stock. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Subject to Shareholder Approval, the Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders Company in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite All corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board officers, directors and stockholders necessary for the authorization, execution and delivery of directors this Agreement, the Warrants, the Registration Rights Agreement and the performance of all obligations of the Company hereunder and thereunder, and the authorization, sale and issuance of the Notes and the Warrants, and the Common Stock into which the Notes and Warrants are convertible or its stockholders in connection therewith exercisable, have been taken on or prior to the date hereof. This Agreement and each other than in connection with the Required Approvals. Each Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvalstherewith. Each Transaction Document to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required ApprovalsApprovals (as defined below). Each Transaction Document has been This Agreement (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company Company, and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection therewith other than in connection with the Required ApprovalsApprovals (as defined in Section 9(d). Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, Company or its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board Board of directors Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company Company, and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the “Required Approvals” (as defined in subsection 5(d) below). Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement and the Note (the “Transaction Documents Documents”) and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvalstherewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation and other similar laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of each of the Transaction Documents by the Company this Agreement and the consummation by it of each of the transactions contemplated thereby hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors of the Company or its the Company’s stockholders in connection therewith herewith other than in connection with the Required ApprovalsApprovals (as defined below). Each Transaction Document has been (or This Agreement, upon delivery delivery, will have been) been duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement, including but not limited to the Transaction Documents and otherwise to carry out its obligations hereunder and thereunderExchange. The execution and delivery of each of this Agreement and the Transaction Documents Debentures by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. Each Transaction Document This Agreement and the Debentures has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents Document and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents Document by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and its stockholders, and no further action is required by the Company, its board of directors Company or its stockholders in connection therewith other than in connection with the Required Approvals. Each The Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereofhereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board the Board of directors Directors or its the Company’s stockholders in connection therewith other than in connection with the Required Approvalsherewith or therewith. Each Transaction Document This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.