Common use of Authorization; Binding Obligations Clause in Contracts

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of the Conversion Shares pursuant to the Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization and execution of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (b) general principles of equity that restrict the availability of equitable remedies, ; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Investors' Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Amended and Restated Articles has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsThis Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (bii) general principles of equity that restrict the availability of equitable remedies, ; and (ciii) to the extent that the enforceability of the indemnification provisions in of Section 2.9 6.8 of the Investor Rights this Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related AgreementsInvestors' Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsInvestors' Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (bii) general principles of equity that restrict the availability of equitable remedies, ; and (ciii) to the extent that the enforceability of the indemnification provisions in Section 2.9 3.11 of the Investor Investors' Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization due authorization, execution and delivery of this Agreement and the Related AgreementsRegistration Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of the Conversion Shares pursuant to the Certificate of Incorporation hereto has been taken or will be taken prior to the Closingtaken. The Agreement and the Related AgreementsRegistration Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable against the Company, in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (bii) as limited by general principles of equity that restrict the availability of specific performance, injunctive relief or other equitable remedies, ; and (ciii) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Registration Rights Agreement may be limited by applicable federal and state securities laws. The sale and issuance of the Shares, and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, Company and its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Designation has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Registration Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Initial Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Initial Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares hereunder and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (b) general principles of equity that restrict the availability of equitable remedies, ; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that refusal, except as set forth in the Company's Bylaws and those rights which have not been properly waived or complied withprior to the Closing.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement Agreement, the Certificate and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Certificate, as the case may be, has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Amended and Restated Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related AgreementsInvestor Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsInvestor Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related AgreementsInvestors' Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares and the Warrant pursuant hereto, the issuance of the Conversion Shares pursuant to the Certificate of Incorporation hereto has been taken or will be taken prior to the Closing. The Agreement, and the Investors' Rights Agreement and the Related AgreementsWarrant, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (bii) general principles of equity that restrict the availability of equitable remedies, ; and (ciii) to the extent that the enforceability of the indemnification provisions in Section 2.9 2.8 of the Investor Investors' Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, and the subsequent conversion of the Shares into Conversion and Warrants (and the Underlying Shares are issuable upon exercise of the Warrant) is not and will not be subject to (a) any preemptive rights or rights of first refusal that have not been properly waived or complied with(b) any preemptive rights.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the First Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related AgreementsInvestor Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsInvestor Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement Agreement, the Certificate and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Certificate, as the case may be, has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the ---------------------------------- part of the Company, its officers, officers and directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Determination has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 5 of --------- the Investor Registration Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not not 4. be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (b) general principles of equity that restrict the availability of equitable remedies, ; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.be

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (b) general principles of equity that restrict the availability of equitable remedies, ; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Investors' Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in *CONFIDENTIAL TREATMENT REQUESTED 3. 7 Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (bii) general principles of equity that restrict the availability of equitable remedies, ; and (ciii) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, remedies and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 3.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Designation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the CompanyCorporation, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company Corporation hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Articles has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company Corporation enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, reorganization moratorium or other laws of general application affecting enforcement of creditors' rights, ; (bii) general principles of equity that restrict the availability of equitable remedies, ; and (ciii) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Investors' Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares and are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance (or reservation for issuance) and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Articles has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 2.8 of the Investor Registration Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related AgreementsInvestor Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsInvestor Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.will

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. Authorization; Binding Obligations" \l 2. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares Securities pursuant hereto, hereto and the issuance of the Conversion Shares pursuant to the Certificate of Incorporation Related Agreements has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Notes and the subsequent conversion of the Shares Notes into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. The Notes, when executed and delivered in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their respective terms.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related AgreementsInvestors' Rights Agreement and the filing of the Certificate, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsInvestors' Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (bii) general principles of equity that restrict the availability of equitable remedies, ; and (ciii) to the extent that the enforceability of the indemnification provisions in Section 2.9 3.11 of the Investor Investors' Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (b) general principles of equity that restrict the availability of equitable remedies, ; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related AgreementsWarrants, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares Securities pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Charter has been taken or will be taken prior to the Closing. The Agreement Agreement, and the Related AgreementsWarrants, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; (b) general principles of equity that restrict the availability of equitable remedies, ; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 6.6 of the Investor Rights this Agreement may be limited by applicable laws. The sale and issuance of the Shares, Securities and the subsequent conversion or exercise of the Shares Securities, as the case may be, into Conversion Shares are not and will not be subject to any preemptive rights rights, anti-dilution or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the First Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Restated Certificate of Incorporation has been taken or will be taken prior to the First Closing. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, (b) general principles of equity that restrict the availability of equitable remedies, remedies and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 3.9 of the Investor Rights Agreement may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement Agreement, the Related Agreements and the Related Spinout Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Restated Charter has been taken or will be taken prior to the Closingtaken. The Agreement and Agreement, the Related Agreements and Spinout Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 of this Agreement, the Investor Rights Agreement Related Agreements and the Spinout Agreements may be limited by applicable laws. The sale and issuance of the Shares, Shares and the subsequent conversion of the Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders stockholders necessary for the authorization of this Agreement and the Related AgreementsWarrants, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares Securities pursuant hereto, the issuance of hereto and the Conversion Shares pursuant to the Certificate of Incorporation Charter has been taken or will be taken prior to the Closing. The Agreement Agreement, and the Related AgreementsWarrants, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, ; (b) general principles of equity that restrict the availability of equitable remedies, ; and (c) to the extent that the enforceability of the indemnification provisions in Section 2.9 6.6 of the Investor Rights this Agreement may be limited by applicable laws. The sale and issuance of the Shares, Securities and the subsequent conversion or exercise of the Shares Securities, as the case may be, into Conversion Shares are not and will not be subject to any preemptive rights rights, anti-dilution or rights of first refusal that have not been properly waived or complied with.