Common use of Authority; Enforceability Clause in Contracts

Authority; Enforceability. This Agreement, the Lock-Up Agreements, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, Conversion Shares, Warrants, Security Agreement, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNew Notes, the Stock Escrow AgreementSecurity Interest Documents, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company Company, 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Agreements, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have has been duly authorized, executed and delivered by the Company and, as of the Closing Date, the Warrants will be duly authorized, executed and are delivered by the Company. This Agreement and, as of the Closing Date, the Warrants will be, valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations hereunder and thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreements and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, Conversion Shares, Warrants, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, the Stock Warrants, the Escrow Agreement, Security Agreement, Guaranty, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreements and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreement, Guaranty, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsPreferred Stock, Certificate of Designation, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, Warrant, the Stock Security Agreement, Subsidiary Guaranty, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Agreements, the Stock Escrow AgreementSecurities, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, the Stock Escrow Agreement, Warrants and any other agreements referred to, delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company Company, 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Purchased Securities, the Escrow Agreement, the Lock-Up Agreements, the Stock Escrow Agreement, Agreements and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsCommon Shares, Warrants, the Stock Escrow Agreement, Agreement and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Agreements, the Stock Escrow AgreementPurchased Shares, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, Shares, Warrants, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Note, the Warrants, the Security Agreements, the Stock Escrow Agreement, the Exchange Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsCertificate, the Stock Escrow AgreementPreferred Shares, the Conversion Shares, the Warrants, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Note, the Warrants, the Security Agreements, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Shares, the Warrants, Escrow Agreement, Lockup Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Escrow Warrants, the Security Agreement described in Section 13 of this Agreement, the Escrow Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Agreements, the Stock Escrow AgreementCommon Stock, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsPreferred Stock, Certificate of Designation, the Stock Warrants, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreement, Guaranty, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, and Escrow Agreement, and any all other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Agreements, the Stock Escrow Agreement, Common Shares and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the -------------------------- Escrow Agreement, Security Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, and the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable against the Company enforceable in accordance with their respective 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsPreferred Stock, Certificate of Designation, the Stock Warrants, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Funds Escrow Agreement, the Shares Escrow Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, Warrants, Security Agreement, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, the Stock Escrow AgreementWarrants, Additional Investment Rights, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and Subsidiaries (as applicable) and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Note, the Warrants, the Security and Pledge Agreements, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsShares, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsPreferred Stock, Certificate of Designation, the Stock Warrants, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsPurchased Securities, the Stock Escrow Agreement, Agreements and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreements and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsSecurities, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Agreements, the Stock Escrow Agreement, Agreement and any other agreements delivered together with this Agreement or in connection herewith (collectively, 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 are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its their obligations thereunder.

Authority; Enforceability. This Agreement, the Escrow Agreement, the Lock-Up Agreements, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsTerm Sheet, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and Subsidiaries (as applicable) and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, the Stock Escrow Security Agreement, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its their obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrant, the Escrow Agreement, Security Agreement, and Guaranty, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, Warrants, the Stock Escrow Agreement, and any other agreements delivered or required to be delivered together with or pursuant to this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreement, Guaranty, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, the Security Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “Transaction Documents”collectively "TRANSACTION DOCUMENTS") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, the Escrow Agreement, Security Agreement and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Escrow AgreementShares, the A Warrant, and any all other agreements delivered together with this Agreement 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 are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, the Stock Warrants, the Escrow Agreement, Security Agreement, and Collateral Agent Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsCommon Stock, Warrants, Warrant Shares, the Stock Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsCertificate of Designation, the Stock Escrow AgreementShares, Warrants, Warrant Shares and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and/or Subsidiaries and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNotes, the Stock Conversion Shares, the Warrants, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsPreferred Stock, Certificate of Designation, the Stock Warrants, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the “collectively "Transaction Documents”") have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsShares, the Stock Warrants, Funds Escrow Agreement, and any all other agreements delivered together with this Agreement or in connection herewith to which the Company is a party (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up AgreementsNote, the Stock Warrants, Security Agreement, Collateral Agent Agreement, the Escrow Agreement, and any other agreements delivered together with this Agreement or in connection herewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company 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. The Company has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder.

Authority; Enforceability. This Agreement, the Lock-Up Agreements2024 Secured Notes, the Stock Escrow Security Agreement and the A&R Intercreditor Agreement, and any other agreements delivered together with this Agreement or in connection herewith therewith (collectively, the collectively “Transaction Documents”) have been duly authorized, executed executed, and delivered by the Company Eastside and are valid and binding agreements of the Company 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. The Company Eastside has full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform its obligations thereunder, including, without limitation, the issuance of the 2024 Secured Notes.