Common use of Due Authorization and Valid Issuance Clause in Contracts

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements, and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Common Shares and Warrants in accordance with Preferred Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreement, and (ii) the issuance number of the Conversion Shares shares of Common Stock issuable upon conversion of the Purchased Shares Preferred Stock the (“Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Transaction DocumentsAncillary Agreements, and this Agreement and the Transaction Documents Ancillary Agreements have been duly authorized and validly executed and delivered by the Company and constitute constitutes the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective its terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceNotes have been be duly authorized and, sale upon issuance and delivery of payment therefore pursuant to the Purchased Shares and Warrants in accordance with this Agreementterms hereof, and the issuance of the will be validly issued. The Preferred Conversion Shares issuable will be, upon issuance in connection the conversion of the Purchased Notes, duly authorized, validly issued, fully-paid and nonassessable. The Common Conversion Shares will be, upon issuance in connection the conversion of the Preferred Conversion Shares, duly authorized, validly issued, fully-paid and nonassessable. The Warrants will be, upon issuance in connection with the conversion of the Notes, duly authorized, validly issued, fully-paid and nonassessable. The Warrant Shares issuable will be, upon issuance in connection the exercise of the Warrants, have been duly authorized and reserved for issuanceauthorized, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully fully-paid and non-assessablenonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of Shares being purchased by the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares hereof and Warrantsthereof, will be duly authorized, validly issued, fully-paid and nonassessable. The Warrant being purchased by the Investor hereunder will, upon issuance and payment therefor and pursuant to the terms hereof and thereof, be duly authorized and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been (or upon delivery will be) duly authorized and validly executed and delivered by the Company and constitute the (or upon delivery will constitute) legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except (iii) as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of Shares being purchased by the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares hereof and Warrantsthereof, will be duly authorized, validly issued and free from all liens and charges with respect to the issuance thereof, fully-paid and nonassessable. The Warrant being purchased by the Investor hereunder will, upon issuance and payment therefor and pursuant to the terms hereof and thereof, be duly authorized and validly issued, fully paid issued and non-assessablefree from all liens and charges with respect to the issuance thereof.

Due Authorization and Valid Issuance. (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by court decision or applicable law, including, without limitation, state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery ) or the discretion of the Purchased Shares court before which any proceeding is brought. (b) The Securities being purchased by the Investor hereunder will, upon issuance and Warrants in accordance with this Agreementpayment therefor pursuant to the terms hereof, be duly authorized and validly issued, and the Shares will, upon issuance pursuant to the terms hereof, be fully paid and nonassessable and free of (i) preemptive rights, co-sale rights, rights of first refusal or similar rights imposed by law or the Conversion Company and (ii) all liens, and encumbrances and restrictions imposed by law or the Company except for the restrictions on transfer set forth herein or imposed by applicable securities laws. (c) The Underlying Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly and validly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part and upon exercise of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms their terms, including payment of the Purchased Shares and Warrantsexercise price therefor, will be duly and validly issued, fully paid and nonnonassessable and free of (i) preemptive rights, co-assessablesale rights, rights of first refusal or similar rights imposed by law or the Company and (ii) all liens, and encumbrances and restrictions imposed by law or the Company except for the restrictions on transfer set forth herein or imposed by applicable Securities laws.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Additional Purchased Shares and the Additional Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Additional Purchased Shares and the Additional Warrant Shares issuable upon exercise of the Additional Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Additional Purchased Shares and Additional Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and the Additional Warrant Shares, when issued pursuant to the terms of the Additional Purchased Shares and the Additional Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, Agreements and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuancePreferred Shares being purchased by the Investors under the Agreements will, sale upon issuance and delivery payment therefor pursuant to the terms hereof and of the Purchased other Agreements, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock the number of Preferred Shares issuable pursuant to the Agreements. The Conversion Shares will, upon issuance and Warrants in accordance payment therefor pursuant to the terms thereof, be duly authorized, validly issued, fully-paid and nonassessable. There are no statutory or contractual preemptive rights or rights of refusal or similar rights with this Agreement, and respect to the issuance of the Preferred Shares hereunder or the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuancePreferred Shares being purchased by the Investor hereunder will, sale upon issuance and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued therefore pursuant to the terms of the Purchased Shares and Warrantshereof, will be duly and authorized, validly issued, fully paid and non-assessablenonassessable. The Company has reserved from its duly authorized capital stock: (a) the number of Preferred Shares issuable pursuant to this Agreement, (b) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (c) the number of Warrant Shares issuable upon the exercise of the Warrants. The Conversion Shares and the Warrant Shares (referred to together as the “Underlying Shares”) will, upon issuance and payment therefor pursuant to the terms thereof, be duly authorized, validly issued, fully paid and nonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Series D Warrants (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Series D Shares and the Series D Warrants have been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the issuance Series D Shares shall be fully paid and nonassessable. As of the Conversion Shares issuable upon conversion of Closing Date, the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, Company shall have been duly authorized and reserved for issuance, as issuance a number of shares of Common Stock which equals the case may be, by all necessary corporate action on the part number of the CompanyConversion Shares. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor Upon conversion in accordance with the provisions Amended Certificate of this AgreementDesignation, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessablenonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement and under any of the Transaction Documents, Documents and the Agreement and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceShares being purchased by the Investor under the Agreement will, sale upon issuance and delivery payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable, free and clear of any encumbrances. The Company has reserved from its duly authorized capital stock the Purchased Shares and Warrants in accordance with this Agreement, and the issuance number of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of pursuant to the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the CompanyAgreement. The Purchased Warrant Shares will, upon issuance and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and WarrantsCommon Stock Purchase Warrant, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable. There are no statutory or contractual preemptive rights or rights of refusal or similar rights with respect to the issuance of the Shares and the Warrants hereunder or the issuance of the Warrant Shares. For the purpose of this Agreement, the term "Transaction Documents" means this Agreement, the Common Stock Purchase Warrant, the Registration Rights Agreement and each of the other agreements and instruments to which the Company or the Investor is (or will be) a party or by which it is (or will be) bound in connection with the transactions contemplated hereby.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement and under any of the Transaction Documents, Documents and the Agreement and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceShares being purchased by the Investor under the Agreement will, sale upon issuance and delivery payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable, free and clear of any encumbrances. The Company has reserved from its duly authorized capital stock the Purchased Shares and Warrants in accordance with this Agreement, and the issuance number of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of pursuant to the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the CompanyAgreement. The Purchased Warrant Shares will, upon issuance and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and WarrantsCommon Stock Purchase Warrant, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable. There are no statutory or contractual preemptive rights or rights of refusal or similar rights with respect to the issuance of the Shares and the Warrants hereunder or the issuance of the Warrant Shares. For the purpose of this Agreement, the term “Transaction Documents” means this Agreement, the Common Stock Purchase Warrant, the Registration Rights Agreement and each of the other agreements and instruments to which the Company or the Investor is (or will be) a party or by which it is (or will be) bound in connection with the transactions contemplated hereby.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceCommon Shares and Preferred Shares being purchased by the Investors under the Agreements will, sale upon issuance and delivery payment therefor pursuant to the terms hereof and of the Purchased other Agreements, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares and Warrants in accordance with this Agreementand/or Preferred Shares issuable pursuant to the Agreements, and (ii) the issuance number of the Conversion Shares shares of Common Stock issuable upon conversion of the Purchased Preferred Stock (the “Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants. The Conversion Shares and the Warrant Shares issuable will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrantsthereof, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements, and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by court decision or applicable law, including, without limitation, state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) or the discretion of the court before which any proceeding is brought. The issuanceSecurities being purchased by the Investor hereunder will, sale upon issuance and delivery of payment therefor pursuant to the Purchased Shares terms hereof, be duly authorized and Warrants in accordance with this Agreementvalidly issued, and the Shares will, upon issuance of pursuant to the Conversion terms hereof, be fully paid and nonassessable. The Underlying Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly and validly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part and upon exercise of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms their terms, including payment of the Purchased Shares and Warrantsexercise price therefor, will be duly and validly issued, fully paid and non-assessablenonassessable.