Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the such Buyer, and this Agreement constitutes, and upon execution and delivery by the such Buyer of the Registration Rights Agreement, such agreement will constitute, legal, valid and binding agreements of the such Buyer enforceable in accordance with their respective terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable against Purchaser in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally.

Authorization; Enforcement. This Agreement and the Registration -------------------------- Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their respective terms, except to the extent that such validity or enforceability may be subject to or affected by any bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights or remedies of creditors generally, or by other equitable principles of general application.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their respective terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the such Buyer enforceable against such Buyer in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement and the Registration Rights -------------------------- Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors' rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their respective terms.

Authorization; Enforcement. This Agreement and -------------------------- the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the -------------------------- Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchasers and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchasers enforceable against the Purchasers in accordance with their terms.

Authorization; Enforcement. This Agreement and the -------------------------- Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, constitute valid and binding agreements of the such Buyer enforceable against such Buyer in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been, and upon the Closing the Registration Rights Agreement will have been been, duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, is a valid and binding agreements agreement of the such Buyer enforceable against such Buyer in accordance with their its terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable against the Purchaser in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly -------------------------- authorized, executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, is a valid and binding agreements agreement of the Buyer Purchaser, enforceable against the Purchaser in accordance with their its terms. The Registration Rights Agreement has been duly authorized and, when executed and delivered on behalf of the Purchaser, will be a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorizedauthorized by Buyer. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors' rights from time to time in effect, and subject to general equity principals.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly authorized, executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, is a valid and binding agreements agreement of the Buyer Purchaser, enforceable against the Purchaser in accordance with their its terms. The Registration Rights Agreement has been duly authorized and, when executed and delivered on behalf of the Purchaser, will be a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms.

Authorization; Enforcement. This Agreement and the --------------------------- Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration -------------------------- Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration -------------------------- Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable against Purchaser in accordance with their termsterms except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their respective terms, except to the extent that such validity or enforceability may be subject to or affected by any bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights or remedies of creditors generally, or by other equitable principles of general application.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of it enforceable against the Buyer enforceable Purchaser in accordance with their respective terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity.

Authorization; Enforcement. This Agreement and the Registration Rights -------------------------- Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of general application.

Authorization; Enforcement. This Agreement and ___________________________ the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the BuyerInvestor, and this Agreement constitutes, and upon execution and delivery by the Buyer Investor of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer Investor enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorizedauthorized by the Buyer. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the First Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser, enforceable against the Purchaser in accordance with their terms, and the Second Registration Rights Agreement, when executed and delivered by the Purchaser, will constitute a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, is a valid and binding agreements agreement of the Buyer such Purchaser enforceable against such Purchaser in accordance with their its terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the such Buyer enforceable in accordance with their terms., subject as to enforceability to

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, usury and other laws of general application affecting the enforcement of creditors' rights.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their respective terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

Authorization; Enforcement. This Agreement and the Registration Rights --------------------------- Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration -------------------------- Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable against Purchaser in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constituteare legal, valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their respective terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, each Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer each Purchaser enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement Agreement, the Warrant and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, is a valid and binding agreements agreement of the such Buyer enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement Agreements have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the BuyerInvestor, and this Agreement constitutes, and upon execution and delivery by the Buyer Investor of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer Investor enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration -------------------------- Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating or affecting creditors' rights and to general equity principles.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable against Buyer in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization; Enforcement. This Agreement, the Registration Rights Agreement Amendment and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the such Buyer enforceable in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors rights and remedies.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the such Buyer, and this Agreement constitutes, and upon execution and delivery by the such Buyer of the Registration Rights AgreementAgreem ent, such agreement will constitute, legal, valid and binding agreements of the such Buyer enforceable in accordance with their respective terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable against Purchaser in accordance with their respective terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or effecting generally, the enforcement of creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, Agreement each constitute a valid and binding agreements agreement of the Buyer enforceable in accordance with their its terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable against the Buyer in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.. DMEAST #9432371 v1 4

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the such Buyer enforceable against such Buyer in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies of Buyers.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Seller and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Seller enforceable in accordance with their terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their termsterms subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

Authorization; Enforcement. This Agreement, the Registration Rights Agreement and the Registration Rights Additional Right to Purchase Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Investor and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Investor, enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the -------------------------- Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement Agreement, the Certificate and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer Purchaser enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, legal, valid and binding agreements of the Buyer enforceable in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors rights and remedies.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the such Buyer enforceable against such Buyer in accordance with their terms., subject as to enforceability to general principles of equity and to applicable

Authorization; Enforcement. This Agreement Agreement, the Security Documents and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their terms.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, Buyer and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer enforceable in accordance with their termsterms subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and the application of general principles of equity.

Authorization; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized. This Agreement has been duly , executed and delivered on behalf of the Buyer, such Purchaser and this Agreement constitutes, and upon execution and delivery by the Buyer of the Registration Rights Agreement, such agreement will constitute, are valid and binding agreements of the Buyer such Purchaser enforceable against such Purchaser in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.