Common use of Authority; Enforceability Clause in Contracts

Authority; Enforceability. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is the valid and binding agreement of the Company, enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, or principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder;

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power New Notes, the Security Interest Documents, and authority any other agreements delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Registration Rights Agreement and authority to enter into and to consummate any other agreements delivered together herewith or therewith or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Lock-Up Agreements, the Stock Escrow Agreement, and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and, as of the Closing Date, the Warrants will be duly authorized, executed and is delivered by the Company. This Agreement and, as of the Closing Date, the Warrants will be, valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;hereunder and thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, Conversion Shares, Warrants, Security Agreement, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, Conversion Shares, Warrants, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Security Agreements, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreements and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Securities, and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, Warrant, the Security Agreement, Subsidiary Guaranty, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Preferred Stock, Certificate of Designation, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Common Shares, Warrants, the Escrow Agreement and authority any other agreements delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Warrants and authority any other agreements referred to, delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Purchased Securities, the Escrow Agreement, the Lock-Up Agreements and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreements and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Escrow Agreement and authority any other agreements referred to, delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, Warrants, Additional Investment Rights, and authority any other agreements delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement, Guaranty Agreement, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents"), have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Shares, the Warrants, Funds Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith to which the Company is a party (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Interest Shares, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, the Security Agreement and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has and any other agreements delivered together with this Agreement or in connection herewith (collectively the “Transaction Documents”) have been duly authorizedauthorized by all necessary action on the part of the Company (including shareholder action), have been duly executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its their obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Escrow Agreement, the Lock-Up Agreements, the Stock Escrow Agreement, and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreements and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Securities, the Escrow Agreement, and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the Subsidiaries (as applicable) and are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, and authority to enter into the Escrow Agreement, and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Shares, the A Warrant, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith to which the Company is a party (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Warrants, the Escrow Agreement, Security Agreement, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Certificate of Designation, Shares, Warrants, Warrant Shares and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Preferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Security and authority to enter into Pledge Agreements, the Escrow Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Shares, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Warrants, the Funds Escrow Agreement, Security Agreements, Guaranty, Collateral Agent Agreement and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Preferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, Warrants, Security Agreement, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, and authority to enter into Escrow Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, Security Agreement, Collateral Agent Agreement, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power 2024 Secured Notes, the Security Agreement and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all A&R Intercreditor Agreement, any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection therewith (collectively “Transaction Documents”) have been duly authorized, executed executed, and delivered by the Company Eastside and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company Eastside has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder, including, without limitation, the issuance of the 2024 Secured Notes.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Shares, the Warrants, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Common Stock, Warrants, Warrant Shares, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Security Agreement and authority to enter into and to consummate any other agreements delivered in connection with the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has issuance of the Securities (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, usury, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Certificate, the Preferred Shares, the Conversion Shares, the Warrants, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Purchased Securities, the Escrow Agreements and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Shares, the Warrants and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Term Sheet, the and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the Subsidiaries (as applicable) and are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Security Agreement, and authority any other agreements delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its their obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Conversion Shares, the Warrants, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Common Shares and authority any other agreements delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, the Warrant, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Notes, Warrants, the Escrow Agreement, and authority any other agreements delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrant, the Escrow Agreement, Security Agreement, and authority to enter into Guaranty, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the -------------------------- Escrow Agreement, Security Agreement and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Escrow Agreement, Security Agreement, Guaranty, and authority to enter into Collateral Agent Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Security Agreements, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Security Agreement described in Section 13 of this Agreement, the Escrow Agreement and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Common Stock, and authority any other agreements delivered or required to enter into and be delivered together with or pursuant to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Shares, the Warrants, Escrow Agreement, Lockup Agreement and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Purchased Shares, and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, Shares, Warrants, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and/or Subsidiaries and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Security Agreements, the Escrow Agreement, the Exchange Agreement and authority to enter into and to consummate any other agreements delivered together with this Agreement or in connection herewith (collectively, the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement agreements of the Company, Company enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, and authority to enter into Security Agreement, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Note, the Warrants, the Funds Escrow Agreement, the Shares Escrow Agreement and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "Transaction Documents") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Preferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The Company has This Agreement, the requisite corporate power Preferred Stock, Certificate of Designation, the Warrants, the Escrow Agreement, and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all any other documents contemplated hereby. This agreements delivered together with this Agreement has or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Company, agreements enforceable in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ ' rights generally, or generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement the Transaction Documents and to perform its obligations hereunder;thereunder.

Authority; Enforceability. The This Agreement, the Warrant and other agreements delivered by the Company has together with this Agreement or in connection herewith (the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder and under all other documents contemplated hereby. This Agreement has “Company Agreements”) have been duly authorized, executed and delivered by the Company and is the are valid and binding agreement of the Companyagreements, enforceable against the Company in accordance with their terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, or generally and to general principles of equity. The ; and the Company has full corporate power and authority necessary to enter into and deliver this Agreement the Company Agreements, and to perform its obligations hereunder;under all of the Company Agreements.