Common use of Valid and Enforceable Agreement; No Violations Clause in Contracts

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each Purchaser, enforceable against the Undersigned and each such Purchaser in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaser’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or such Purchaser is a party or by which the Undersigned or such Purchaser or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaser, except in the case of clauses (ii) and (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or affect the Undersigned’s or such Purchaser’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned Purchaser and constitutes a legal, valid and binding obligation of the Undersigned and each Purchaser, enforceable against the Undersigned and each such Purchaser in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or generally and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). This Agreement and consummation by the Purchaser of the Purchase of the Shares and accompanying Common Warrants and/or Pre-Funded Warrants and accompanying Common Warrants subscribed for by it will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaser’s organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned or such Purchaser is a party or by which the Undersigned or such Purchaser or any of their respective its assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaser, except other than, any violation, conflict, breach or default (in the case of clauses (ii) and (iii)), where such violations, conflicts, breaches or defaults that would not, individually or in the aggregate, not be reasonably be expected to have a impair in any material adverse effect on respect the business, properties, assets, liabilities, operations, prospects, financial position or results of operations ability of the Undersigned Purchaser to perform its obligations under the Transaction Documents or such Purchaser, taken as a whole, or affect the Undersigned’s or such Purchaser’s ability to consummate the any transactions contemplated hereby in any material respector thereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned Entity and constitutes a legal, valid and binding obligation of each of the Undersigned Entity and each Purchaserof its Holders, enforceable against each of the Undersigned Entity and each such Purchaser of its Holders in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (i) the UndersignedUndersigned Entity’s or such Purchaser’s any of its other Holders’ organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned Entity or such Purchaser any of its other Holders is a party or by which the Undersigned Entity or such Purchaser any of its other Holders or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned Entity or such Purchaserany other Holders, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii), where such violations, conflicts, breaches or defaults ) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of upon the Undersigned or such Purchaser, Entity and each of its Holders taken as a whole, or affect the Undersigned’s or such Purchaser’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each PurchaserInvestor, enforceable against the Undersigned and each such Purchaser Investor in accordance with Active 21652970 its terms, except that such enforcement may be subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally, or (b) generally general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (collectively, the “Enforceability ExceptionsLimitations”). This Agreement and consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s 's or such Purchaser’s the applicable Investor's organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned or such Purchaser the applicable Investor is a party or by which the Undersigned or such Purchaser the applicable Investor or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe applicable Investor, except (in the case of clauses (ii) and or (iii), ) above) where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or not affect the Undersigned’s 's or such Purchaser’s the applicable Investor's ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each PurchaserInvestor, enforceable against the Undersigned and each such Purchaser Investor in accordance with its terms, except that such enforcement may be subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) generally and general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (collectively, the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe applicable Investor’s organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned or such Purchaser the applicable Investor is a party or by which the Undersigned or such Purchaser the applicable Investor or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe applicable Investor, except (in the case of clauses (ii) and or (iii), ) above) where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or not affect the Undersigned’s or such Purchaserthe applicable Investor’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each Purchaserthe Holder, enforceable against the Undersigned and each such Purchaser the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe Holder’s organizational documents (or any similar documents governing each Account)documents, (ii) any agreement note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or instrument license, whether written or oral, express or implied, to which the Undersigned or such Purchaser the Holder is a party or by which the Undersigned or such Purchaser the Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders or investment guidelines or restrictions applicable to the Undersigned or such Purchaserthe Holder, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii), where such violations, conflicts, breaches or defaults ) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the businessfinancial position, properties, assets, liabilities, operations, prospects, financial position or results of operations or prospects of the Undersigned or such Purchaser, taken as a whole, Holder or affect on their performance of the Undersigned’s obligations under this Agreement or such Purchaser’s ability to consummate on the consummation of the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each Purchaserthe Holder, enforceable against the Undersigned and each such Purchaser the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe Holder’s organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned or such Purchaser the Holder is a party or by which the Undersigned or such Purchaser the Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe Holder, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii), where such violations, conflicts, breaches or defaults ) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the businessfinancial position, properties, assets, liabilities, operations, prospects, financial position or results of operations or prospects of the Undersigned or such Purchaser, taken as a whole, Holder or affect on their performance of the Undersigned’s obligations under this Agreement or such Purchaser’s ability to consummate on the consummation of the transactions contemplated hereby in any material respect.hereby. Section

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each the Purchaser, enforceable against the Undersigned and each such the Purchaser in accordance with its terms, except that as such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Upon execution and delivery, each other Transaction Document (as defined below) to which it is a party will constitute a legal, valid and binding obligation of the Undersigned and the Purchaser, enforceable against the Undersigned and the Purchaser in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such the Purchaser’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or such the Purchaser is a party or by which the Undersigned or such the Purchaser or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such the Purchaser, except in the case of clauses (ii) and or (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or not affect the Undersigned’s or such the Purchaser’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each PurchaserHolder, enforceable against the Undersigned and each such Purchaser Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This The execution and delivery of this Agreement and consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe applicable Holder’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or such Purchaser the applicable Holder is a party or by which the Undersigned or such Purchaser the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe applicable Holder, except in the case of clauses (ii) and or (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or affect the Undersigned’s or such Purchaserthe applicable Holder’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and legally binding obligation of the Undersigned and each PurchaserHolder, enforceable against the Undersigned and each such Purchaser Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the exceptions escribed in clauses (a) and (b), the “Enforceability Exceptions”). This Agreement and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe applicable Holder’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or such Purchaser the applicable Holder is a party or by which the Undersigned or such Purchaser the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe applicable Holder, except in the case of clauses (ii) and clause (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or not affect the Undersigned’s or such Purchaserthe applicable Holder’s ability to consummate the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each Purchaserthe Holder, enforceable against the Undersigned and each such Purchaser the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe Holder’s organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned or such Purchaser the Holder is a party or by which the Undersigned or such Purchaser the Holder or any of their respective assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe Holder, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii), where such violations, conflicts, breaches or defaults ) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the businessfinancial position, properties, assets, liabilities, operations, prospects, financial position or results of operations or prospects of the Undersigned or such Purchaser, taken as a whole, Holder or adversely and materially affect its or their performance of the Undersigned’s obligations under this Agreement or such Purchaser’s ability to consummate on the consummation of the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each PurchaserHolder, enforceable against the Undersigned and each such Purchaser Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This The execution and delivery of this Agreement and consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe applicable Holder’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or such Purchaser the applicable Holder is a party or by which the Undersigned or such Purchaser the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe applicable Holder, except in the case of clauses (ii) and or (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or affect the Undersigned’s or such Purchasereach Holder’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the such Undersigned Party and constitutes a legal, valid and binding obligation of the such Undersigned Party and each PurchaserInvestor, enforceable against the such Undersigned Party and each such Purchaser Investor in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This The execution and delivery of this Agreement and consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersignedsuch Undersigned Party’s or such Purchaserthe applicable Investor’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which such Undersigned Party or the Undersigned or such Purchaser applicable Investor is a party or by which such Undersigned Party or the Undersigned or such Purchaser applicable Investor or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to such Undersigned Party or the Undersigned or such Purchaser, applicable Investor except in the case cases of clauses (ii) and (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or affect the UndersignedParty’s or such Purchaserthe applicable Investor’s ability to consummate the transactions contemplated hereby Transactions. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Undersigned Party or the applicable Investor of this Agreement and the consummation of the Transactions, except such that would not, individually or in any the aggregate, reasonably be expected to have a material respectadverse effect on the ability of the Undersigned Party or the applicable Investor to consummate the Transactions.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each PurchaserHolder, enforceable against the Undersigned and each such Purchaser Holder in accordance with its termsterms and the Company may initiate a claim against either or both the Undersigned or any Holder for any breach of this Agreement, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or generally and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Repurchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe Holder’s organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned or such Purchaser the Holder is a party or by which the Undersigned or such Purchaser the Holder or any of their respective assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe Holder, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii), where such violations, conflicts, breaches or defaults ) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the businessfinancial position, properties, assets, liabilities, operations, prospects, financial position or results of operations or prospects of the Undersigned or such Purchaser, taken as a whole, Holder or affect on their performance of the Undersigned’s obligations under this Agreement or such Purchaser’s ability to consummate on the consummation of the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each such Purchaser, enforceable against the Undersigned and each such Purchaser in accordance with its terms, except that as such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Upon execution and delivery, each other Transaction Document (as defined below) to which it is a party will constitute a legal, valid and binding obligation of the Undersigned and such Purchaser, enforceable against the Undersigned and such Purchaser in accordance with their terms, except as such enforcement may be subject to the Enforceability Exceptions. The execution and delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such the applicable Purchaser’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or such the applicable Purchaser is a party or by which the Undersigned or such the applicable Purchaser or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such the applicable Purchaser, except in the case of clauses (ii) and or (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or not affect the Undersigned’s or such the applicable Purchaser’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by the Undersigned and constitutes a legal, valid and binding obligation of the Undersigned and each Purchaserthe Holder, enforceable against the Undersigned and each such Purchaser the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or generally and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe Holder’s organizational documents (or any similar documents governing each Account)documents, (ii) any agreement or instrument to which the Undersigned or such Purchaser the Holder is a party or by which the Undersigned or such Purchaser the Holder or any of their respective assets are bound, bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe Holder, except in the case of for such violations, conflicts or breaches under clauses (ii) and (iii), where such violations, conflicts, breaches or defaults ) above that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the businessfinancial position, properties, assets, liabilities, operations, prospects, financial position or results of operations or prospects of the Undersigned or such Purchaser, taken as a whole, Holder or affect on their performance of the Undersigned’s obligations under this Agreement or such Purchaser’s ability to consummate on the consummation of the transactions contemplated hereby in any material respecthereby.

Valid and Enforceable Agreement; No Violations. This Agreement has been duly executed and delivered by the Undersigned and constitutes a legal, valid and legally binding obligation of the Undersigned and each PurchaserHolder, enforceable against the Undersigned and each such Purchaser Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, or and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and the consummation of the Note Purchase will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or such Purchaserthe applicable Holder’s organizational documents (or any similar documents governing each Account), (ii) any agreement or instrument to which the Undersigned or such Purchaser the applicable Holder is a party or by which the Undersigned or such Purchaser the applicable Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or such Purchaserthe applicable Holder, except in the case of clauses (ii) and clause (iii), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Undersigned or such Purchaser, taken as a whole, or not adversely affect the Undersigned’s or such Purchaserthe applicable Holder’s ability to consummate the transactions contemplated hereby in any material respect.