Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Tranche B Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by hereby (collectively, the “Exchange Documents Documents”) and to consummate the Transaction transactions contemplated hereby (including, without limitation, the issuance of the New Tranche B Warrant in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and therebyhereby, including, without limitation, the issuance of the New Tranche B Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Tranche B Warrant will have been duly authorized by the Company’s Company Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its the Company Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)the Company’s stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party New Tranche B Warrant will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Primary Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Underlying Shares issuable upon exercise conversion or exercise, as applicable, of the New Warrant Primary Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has and each of its Material Subsidiaries have the requisite power and authority to enter into and perform its obligations under this Agreement, the Initial Exchange Agreement, the Security Documents, the Guaranties, the New Warrant Exchanged Securities, the Exchanged Securities, as applicable, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement or the Initial Exchange Documents and to consummate the Transaction Agreement (including, without limitationcollectively, the issuance of “Exchange Documents”) and the Company has the requisite power and authority to issue the New Warrant Exchanged Securities in accordance with the terms hereof and thereof). As of the Closing Date, the The execution and delivery of the Exchange Documents by the Company and the Material Subsidiaries and the consummation by the Company and the Material Subsidiaries of the transactions contemplated hereby and thereby, has been duly authorized by the Company's Board of Directors and the governing body of the Material Subsidiaries, including, without limitation, the approval by the Company’s Board of Directors of the issuance of the New Warrant Exchanged Convertible Note and the reservation for issuance and issuance of the New Warrant Exchanged Conversion Shares issuable upon exercise conversion of the New Warrant will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) Exchanged Convertible Note, and no further filing, consent, or authorization will be is required by the Company, its Board of Directors Directors, any board of directors or its stockholders (other than such filings as may be required by managers of any federal Material Subsidiary or state securities laws, rules or regulations)any of their stockholders. This Agreement has been and, as of the Closing Date, and the other Exchange Documents to which the Company is a party will have been, been duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Exchange Documents and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Exchange (including, without limitation, the issuance of the New Warrant Exchange Note in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Exchange Note and the reservation for issuance and issuance of the New Warrant Exchange Shares issuable upon exercise conversion of the New Warrant Exchange Note will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)shareholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders shareholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Exchange Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Exchange (including, without limitation, the issuance of the New Warrant Exchange Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Exchange Primary Securities and the reservation for issuance and issuance of the New Exchange Warrant Shares issuable upon exercise of the New Exchange Warrant will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the Exchange Documents and “Transaction Documents”), to consummate the Transaction (including, without limitation, the issuance of transactions contemplated hereby and to issue and deliver the New Warrant Securities in accordance with the terms hereof and thereof). As of the Closing Date, the The execution and delivery of the Exchange Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant will Transactions, have been duly authorized by the Company’s Board board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by directors of the Company, its Board of Directors or its stockholders (Company other than such the filing with the SEC of a Form D and any other filings as may be required by any federal or state securities lawsagencies, rules and the notice and/or application(s) to the Principal Market for the issuance and sale of the New Securities and the listing of the New Warrant Shares for trading thereon in the time and manner required thereby (collectively, the “Required Approvals”)) no further filing, consent or regulations)authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement has been andbeen, as of the Closing Date, and the other Exchange Transaction Documents to which the Company it is a party will have beenbe prior to such Closing, duly executed and delivered by the Company, and constitute or will constitute, as applicable, each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawslaw.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Transactions (including, without limitation, the issuance of the New Warrant Securities in accordance with the terms hereof and thereof). As of the Closing Date, the The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the Transactions, the issuance of the New Notes and the reservation for issuance and issuance of New Conversion Shares issuable upon conversion of the New Notes and the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant will have Warrants has been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be is required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, and the other Exchange Documents to which the Company is a party will have been, been duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Certificate of Designations and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Preferred Exchange (including, without limitation, the issuance of the New Warrant Preferred Shares in accordance with the terms hereof of this Agreement and thereof)the New Certificate of Designations) and, upon receipt of each Exchange Notice, to consummate each applicable Lucid Exchange related thereto. As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Preferred Shares and the reservation for issuance and issuance of the New Warrant Conversion Shares issuable upon exercise conversion of the New Warrant Preferred Shares and, upon receipt of each Exchange Notice, to consummate each applicable Lucid Exchange related thereto, as applicable, will have been duly authorized by the Company’s Board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (or a duly authorized committee thereofthe “Required Approvals”) and no further filing, consent, or authorization will be is required by the Company, Company or of its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Note and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Note in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Note and the reservation for issuance and issuance of the New Warrant Conversion Shares issuable upon exercise conversion of the New Warrant Note will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Primary Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Underlying Shares issuable upon exercise conversion or exercise, as applicable, of the New Warrant Primary Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders shareholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws. EX 10.1 c.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Series A Preferred Stock and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Series A Preferred Stock in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Series A Preferred Stock and the reservation for issuance and issuance of the New Warrant Shares shares of Common Stock issuable upon exercise conversion of the New Warrant Series A Preferred Stock will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations 2 of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the New Warrant Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction Transactions (including, without limitation, the issuance of the New Warrant Preferred Shares in accordance with the terms hereof and thereofthe reservation for issuance and issuance of the Final Closing Exchange Shares in accordance herewith and/or pursuant to the Series C Certificate of Designations, as applicable). As of the Closing Date, the The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Preferred Shares in accordance with the terms hereof and the reservation for issuance and issuance of the New Warrant Final Closing Exchange Shares issuable upon exercise in accordance herewith and/or pursuant to the Series C Certificate of the New Warrant will have Designations, as applicable, has been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be is required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, and the other Exchange Documents to which the Company is a party will have been, been duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Note and the New Warrant and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the granting of the Right hereunder and the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the granting of the Right hereunder, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Underlying Shares issuable upon exercise conversion or exercise, as applicable, of the Right, the New Warrant Note and the New Warrant, will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such filings as may be required by any federal or state securities laws, rules or regulations)stockholders. This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Primary Securities and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without limitation, the issuance of the New Warrant Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date, the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Primary Securities and the reservation for issuance and issuance of the New Warrant Shares issuable upon exercise of the New Warrant Primary Securities will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders shareholders (other than such filings as may be required by any federal or state securities laws, rules or regulations). This Agreement has been and, as of the Closing Date, the other Exchange Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the New Warrant Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Exchange Documents and Settlement Document to consummate the Transaction which it is a party (including, without limitation, the Transfer and the reservation for issuance and issuance of the New Warrant in accordance with the terms hereof and thereofHolder Rights Shares). As of the Closing Settlement Date, the execution and delivery of the Exchange Settlement Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Warrant Transfer, and the reservation for issuance and issuance of the New Warrant Rights Shares issuable upon exercise of the New Warrant Rights will have been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing, consent, or authorization will be required by the Company, its Board of Directors or its stockholders (other than such the filing with the Securities and Exchange Commission (the “SEC”) of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required by any federal or state securities laws, rules or regulationsagencies). This Agreement has been and, as of the Closing Settlement Date, the other Exchange Settlement Documents to which the Company is a party will have been, duly executed and delivered by the Company, and constitute or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.