Common use of Authorization; Enforcement; ▇▇▇▇▇▇▇▇ Clause in Contracts

Authorization; Enforcement; ▇▇▇▇▇▇▇▇. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; ▇▇▇▇▇▇▇▇. The Company has the requisite power and authority to enter into and perform its obligations (including, without limitation, the issuance of the New Preferred Shares in accordance with the terms hereof and the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the Notes, and the Security Documents, New Certificate of Designations and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction “Exchange Documents") and to issue the Securities in accordance with the terms hereof and thereof”). The execution and delivery of the Transaction Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the NotesNew Preferred Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors and (of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (ithe “Required Approvals”) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, and (ii) no further filing, consent, or authorization is required by the Company, Company or of its Board of Directors or its stockholdersshareholders. This Agreement and the other Transaction Exchange Documents of even date herewith have been duly executed and delivered by the Company, Company and constitute the legal, 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 relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement; ▇▇▇▇▇▇▇▇. The Company has the requisite all necessary power and authority to enter into execute, deliver and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Registration Rights Agreement (collectively, the "“Transaction Documents"”) and to issue consummate the Securities in accordance with the terms hereof transactions contemplated hereby and thereofthereby. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the NotesPurchased Shares, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's ’s Board of Directors (the “Board”) and (other than one or more registration statements (ias defined in the Registration Rights Agreement) the filing of appropriate UCC financing statements in accordance with the appropriate states requirements of the Registration Rights Agreement and other authorities pursuant to the Security Agreement, and (iifilings as may be required by state securities agencies) no further filing, consent, consent or authorization is required by the Company, its the Board of Directors or its stockholders. This Agreement has been duly and validly authorized, executed and delivered by the Company, and the other Transaction Documents of even date herewith have been duly and validly authorized by the Company and, at the Closing Date, will have been duly executed and delivered by the Company, Company and constitute the and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability the enforcement thereof may be limited by general principles of equity or applicable subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of to applicable creditors' ’ rights generally and remedies(ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought.

Authorization; Enforcement; ▇▇▇▇▇▇▇▇. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, Agreement and the Security Documents, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction Documents") Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the Notes, Convertible Notes and the issuance of the Warrants and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, Convertible Notes and the granting reservation for issuance and issuance of a security interest in the Collateral (as defined in Warrant Shares issuable upon exercise of the Security DocumentsWarrants) have been (i) duly authorized by the Company's Board ’s board of Directors and (other than (i) the filing of appropriate UCC financing statements with the appropriate states and other authorities pursuant to the Security Agreement, directors and (ii) no further filing, consent, consent or authorization is required by the Company, its Board board of Directors directors or its stockholdersshareholders or other governing body of the Company (other than the filing of required notices and/or applications to the Principal Market for the issuance and sale of the Securities). This Agreement has been, and the other Transaction Documents of even date herewith have been will be prior to the Closing, duly executed and delivered by the Company, and constitute each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.