Authorization; Enforcement. [[Organization A:Organization]] has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement, and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Agreement by [[Organization A:Organization]] and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of [[Organization A:Organization]] and no further action is required by [[Organization A:Organization]]. This Agreement has been (or upon delivery will have been) duly executed by [[Organization A:Organization]] and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of [[Organization A:Organization]] enforceable against [[Organization A:Organization]] in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authority of [[Organization A:Organization]]. [[Organization A:Organization]] has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which [[Organization A:Organization]] is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by [[Organization A:Organization]] of this Agreement and any other Transaction Document to which [[Organization A:Organization]] is a party, the performance by [[Organization A:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization A:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization A:Organization]]. This Agreement has been duly executed and delivered by [[Organization A:Organization]], and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of [[Organization A:Organization]], enforceable against [[Organization A:Organization]] in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which [[Organization A:Organization]] is or will be a party has been duly executed and delivered by [[Organization A:Organization]] (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of [[Organization A:Organization]] enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity.

#[[Organization A:Organization]] has all necessary corporate power and authority to enter into this Agreement and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery by [[Organization A:Organization]] of this Agreement, the performance by [[Organization A:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization A:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization A:Organization]]; and

SECTION # Authority; Execution and Delivery; Enforceability. [[Organization A:Organization]] has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by [[Organization A:Organization]] of this Agreement and the consummation by [[Organization A:Organization]] of the Transactions have been duly authorized and approved by the Board of [[Organization A:Organization]] and no other corporate proceedings on the part of [[Organization A:Organization]] are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against [[Organization A:Organization]] in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability as to which [[Organization A:Organization]] is subject.

Authorization; Enforcement. [[Organization B:Organization]] has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”) and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by [[Organization B:Organization]] and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of [[Organization B:Organization]] and no further action is required by [[Organization B:Organization]], the Board of Directors of [[Organization B:Organization]] or [[Organization B:Organization]]’s stockholders in connection therewith, including, without limitation, the issuance of the Securities, and no further filing, consent, or authorization is required by [[Organization B:Organization]], its Board of Directors or its stockholders, subject to acceptance by the Nasdaq Capital Market of the LAS. This Agreement and any Other Agreement (as defined herein) have been (or upon delivery will have been) duly executed by [[Organization B:Organization]] and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of [[Organization B:Organization]] enforceable against [[Organization B:Organization]] in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization. The [[Organization A:Organization]] has all requisite corporate power to enter into, consummate the transactions contemplated by and carry out its obligations under, this Agreement and the Trust Agreement. The execution and delivery by the [[Organization A:Organization]] of this Agreement, and the consummation by the [[Organization A:Organization]] of the transactions contemplated by, and the performance by the [[Organization A:Organization]] of its obligations under, this Agreement and the Trust Agreement have been duly authorized by all requisite corporate action on the part of the [[Organization A:Organization]]. Each of this Agreement and the Trust Agreement has been duly executed and delivered by the [[Organization A:Organization]], and (assuming due authorization, execution and delivery by the ​ and any other party thereto) each of this Agreement and the Trust Agreement constitutes the legal, valid and binding obligation of the [[Organization A:Organization]], enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.

#[[Organization B:Organization]] has all necessary corporate power and authority to enter into this Agreement and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by [[Organization B:Organization]] of this Agreement, the performance by [[Organization B:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization B:Organization]].

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Section # Authorization, Enforcement, Compliance with Other Instruments. [[Organization B:Organization]] has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery by [[Organization B:Organization]] of this Agreement and the other Transaction Documents, and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by [[Organization B:Organization]]’s board of directors and no further consent or authorization will be required by [[Organization B:Organization]] or its board of directors. This Agreement and the other Transaction Documents to which [[Organization B:Organization]] is a party have been (or, when executed and delivered, will be) duly executed and delivered by [[Organization B:Organization]] and, assuming the execution and delivery thereof and acceptance by [[Organization A:Organization]], constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of [[Organization B:Organization]], enforceable against [[Organization B:Organization]] 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 other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herein, have been duly authorized by [[Organization A:Organization]], and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or by general equity principles.