Common use of Authorization, Enforcement, Compliance with Other Instruments Clause in Contracts

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and Agreement, the Registration Rights Agreement (collectivelyAgreement, the “Registered Offering Transaction Documents”)Placement Agent Agreement and any related agreements, and to issue the Securities in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of this Agreement, the Registered Offering Transaction Documents Registration Rights Agreement, the Placement Agent Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering Transaction Documents ) this Agreement, the Registration Rights Agreement, the Placement Agent Agreement and any related agreements have been duly and validly executed and delivered by the Company. , (iv. The Registered Offering Transaction Documents ) this Agreement, the Registration Rights Agreement, the Placement Agent Agreement and assuming the execution and delivery thereof and acceptance by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (I) The Company has the requisite corporate power and authority to enter into and perform this Agreement and Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Registered Offering "Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. ii. (II) The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it it, of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. (III) The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. (IV) The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board board of Directors directors and no further consent or authorization is required by the Company, its Board board of Directorsdirectors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (I) The Company has the requisite corporate power and authority to enter into and perform this Agreement and Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Registered Offering "Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. ii. (II) The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. (III) The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. (IV) The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and Agreement, the Registration Rights Agreement (collectivelyAgreement, the “Registered Offering Transaction Documents”)Placement Agent Agreement and any related agreements, and to issue the Securities in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of this Agreement, the Registered Offering Transaction Documents Registration Rights Agreement, the Placement Agent Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering Transaction Documents ) this Agreement, the Registration Rights Agreement, the Placement Agent Agreement and any related agreements have been duly and validly executed and delivered by the Company. , (iv. The Registered Offering Transaction Documents ) this Agreement, the Registration Rights Agreement, the Placement Agent Agreement and assuming the execution and delivery thereof and acceptance by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (I) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering "Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. ii. (II) The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. (III) The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. (IV) The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Registered Offering "Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. (ii. ) The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. (iii. ) The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. (iv. ) The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (I) The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering "Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. ii. (II) The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. (III) The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. (IV) The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board 's board of Directors directors and no further consent or authorization is required by the Company, its Board board of Directorsdirectors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Registered Offering "Transaction Documents”"), and to issue the Securities Common Shares in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this AgreementCommon Shares, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering ) the Transaction Documents have been duly and validly executed and delivered by the Company. , and (iv. The Registered Offering ) this Agreement and the other Transaction Documents Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and Agreement, the Registration Rights Agreement (collectivelyAgreement, the “Registered Offering Transaction Documents”)Escrow Agreement, and to issue the Securities any related agreements, in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of this Agreement, the Registered Offering Transaction Documents Registration Rights Agreement, the Escrow Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering Transaction Documents ) this Agreement, the Registration Rights Agreement, the Escrow Agreement and any related agreements have been duly and validly executed and delivered by the Company. , (iv. The Registered Offering Transaction Documents ) this Agreement, the Registration Rights Agreement, the Escrow Agreement and assuming the execution and delivery thereof and acceptance by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and any related agreements, and to issue the Securities Note and the Conversion Shares in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of the Registered Offering Transaction Documents and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Securities pursuant to this AgreementNote, the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering ) the Transaction Documents and any related agreements have been duly and validly executed and delivered by the Company. , (iv. The Registered Offering ) the Transaction Documents and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company’s other obligations to the Buyer.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering other Transaction Documents”), Documents and to issue the Securities Convertible Debentures and the Conversion Shares in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Securities pursuant to this AgreementConvertible Debentures the Conversion Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion or exercise thereof, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering ) the Transaction Documents have been duly and validly executed and delivered by the Company. , (iv. The Registered Offering ) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies. The authorized officer of the Company executing the Transaction Documents knows of no reason why the Company cannot file the registration statement as required under the Investor Registration Rights Agreement or perform any of the Company's other obligations under such documents.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), ) and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering At-the-Market Financing Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering At-the-Market Financing Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering At-the-Market Financing Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering At-the-Market Financing Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (I) The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering "Facility Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. ii. (II) The execution and delivery of the Registered Offering Facility Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. (III) The Registered Offering Facility Transaction Documents have been duly and validly executed and delivered by the Company. iv. (IV) The Registered Offering Facility Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “"Registered Offering Transaction Documents”"), and to issue the Securities Shares in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities Shares pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering At-the-Market Financing Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering At-the-Market Financing Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering At-the-Market Financing Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering At-the-Market Financing Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform execute this Agreement, the Investors’ Rights Agreement and the Registration Rights Agreement (collectivelyNote, to issue and sell the “Registered Offering Transaction Documents”)Note pursuant hereto, and to issue perform its obligations under this Agreement, the Securities in accordance with Investors’ Rights Agreement and the terms hereof and thereof. iiNote. The execution and delivery of this Agreement, the Registered Offering Transaction Documents Investors’ Rights Agreement and the Note by the Company and the consummation by it issuance and sale of the transactions contemplated hereby and therebyNote pursuant hereto, including without limitation the issuance reservation of the Securities pursuant to this AgreementConversion Shares for future issuance, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or or, subject to the requirement for future stockholder approval described in Section 2.12 of the Note (the “Stockholder Approval Requirement”), its shareholders. iiistockholders in connection therewith. The Registered Offering Transaction Documents This Agreement, the Investors’ Rights Agreement, the Subordination Agreement and the Note have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents Company and constitute the valid and binding obligations of the Company 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 Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities Shares in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities Shares pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform perfonn this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof termshereof and thereof. . ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is authorizationis required by the Company, its Board of Directors, or its shareholders. . iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. . iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generallyaffectinggenerally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “"Registered Offering Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “"Registered Offering Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board board of Directors directors and no No further consent or authorization is required by the Company, its Board board of Directorsdirectors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (I) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. (II) The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. (III) The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. (IV) The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and execute the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and if applicable, to issue and sell the Investor Shares and Pre-Funded Warrants pursuant hereto, and to issue perform its obligations under the Securities in accordance with Transaction Documents, including issuing the Investor Shares on the terms hereof and thereof. iiset forth in this Agreement. The execution and delivery of the Registered Offering Transaction Documents by the Company Company, and the consummation by it of the transactions contemplated hereby issuance and thereby, including without limitation the issuance sale of the Securities by the Company pursuant to this Agreement, hereto have been duly and validly authorized by the Company’s Board of Directors and no Directors. No further consent or authorization is required by the Company, its the Company’s Board of Directors, the Company’s shareholders or its shareholders. iiiany other Person in connection therewith, except such as have been waived and other than such filings as are required to be made under applicable Laws. The Registered Offering Each Transaction Documents have Document has been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute Company and, upon due execution and delivery by the Investor, constitutes the valid and binding obligations obligation of the Company 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 Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Escrow Agreement and all other documents necessary or desirable to effect the transactions contemplated hereby (collectively, collectively the “Registered Offering Transaction Documents”), ) to which it is a party and to issue the Securities Notes in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Securities pursuant to this Agreement, Notes have been duly and validly authorized by the Company’s Board of Directors (the “Board of Directors”) and no further consent or authorization is required by the Company, its the Board of DirectorsDirectors or the Company’s stockholders, or its shareholders. (iii. The Registered Offering ) the Transaction Documents have been will be duly and validly executed and delivered by the Company. , (iv. The Registered Offering ) the Transaction Documents when executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and its obligations under the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), Documents and to issue the Securities Conversion Shares in accordance with the terms hereof and thereof. of the Convertible Debentures, (ii. The ) the execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the issuance of the Securities pursuant to this AgreementConvertible Debentures, the Additional Investment Right, and the reservation for issuance and the issuance of the Conversion Shares upon conversion of the Convertible Debentures have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering ) the Transaction Documents have been duly and validly executed and delivered by the Company. , (iv. The Registered Offering ) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform perfonn this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by management of the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform this Investment Agreement and the Registration Rights Agreement (collectively, the “Registered Offering offering Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. iii. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering Transaction Documents”)Agreement, and to issue the Securities Notes and the Conversion Shares in accordance with the terms hereof and thereof. , (ii. The ) the execution and delivery of this Agreement and the Registered Offering Transaction Documents Registration Rights Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this AgreementNotes and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. stockholders, (iii. The Registered Offering Transaction Documents have been ) this Agreement has been, and the Notes and the Registration Rights Agreement will be, duly and validly executed and delivered by the Company. , and (iv. The Registered Offering Transaction Documents ) this Agreement constitutes, and upon execution the Notes and the Registration Rights Agreement will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (I) The Company has the requisite corporate power and authority to enter into and perform this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering other Equity Line Transaction Documents”), and Documents to issue the Securities in accordance with the terms hereof and thereof. ii. (II) The execution and delivery of the Registered Offering Equity Line Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including including, without limitation limitation, the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors Directors, and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. iii. (III) The Registered Offering Equity Line Transaction Documents have been duly and validly executed and delivered by the Company. iv. (IV) The Registered Offering Equity Line Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into execute the Transaction Documents, to issue and sell the Notes and the Warrants pursuant hereto, and to perform its obligations under the Transaction Documents, including issuing the Investor Shares on and subject to the terms set forth in this Agreement and the Registration Rights Agreement (collectively, the “Registered Offering other Transaction Documents”), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it issuance and sale of the transactions contemplated hereby and therebySecurities pursuant hereto, including without limitation the issuance reservation of the Securities pursuant to this AgreementConversion Shares and the Warrant Shares for future insuance, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, its shareholders or its shareholders. iiiany other Person in connection therewith, subject to the requirements for the Shareholder Approval as set forth herein. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering Transaction Documents Company and constitute the valid and binding obligations of the Company 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 Laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and Agreement, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined in Section 5) and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Registered Offering Transaction Documents”"TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof. ii. The execution and delivery of the Registered Offering Transaction Documents by the Company and the execution and filing of the Certificate of Designations by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this AgreementPreferred Shares and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion thereof, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, Directors or its shareholders. iiistockholders. The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. iv. The Registered Offering This Agreement and the Registration Rights Agreement and, when executed and delivered, the other Transaction Documents Documents, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.

Authorization, Enforcement, Compliance with Other Instruments. i. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and Agreement, the Registration Rights Agreement, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Registered Offering "Transaction Documents”"), and to issue the Securities in accordance with the terms hereof and thereof. (ii. ) The execution and delivery of the Registered Offering Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities Investment Agreement - 9 pursuant to this Agreement, have been duly and validly authorized by the Company’s 's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. (iii. ) The Registered Offering Transaction Documents have been duly and validly executed and delivered by the Company. (iv. ) The Registered Offering Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ ' rights and remedies.