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Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents 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 and each other Transaction Document to which it is a party 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.

Authorization; Enforcement.Enforceability. The Company has the requisite corporatefull legal right, power and authority to enter into this Agreement and to consummateperform the transactions contemplated by thishereby. This Agreement has been duly authorized, executed and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documentsdelivered 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 and each other Transaction Document to which it is a party 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 thelegal, valid and binding obligationagreement of the Company enforceable against the Company in accordance with its terms, except to the extent that # asenforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and 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 of [Section 11] hereof may be limited by applicable law.federal or state securities laws and public policy considerations in respect thereof.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, 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.terms.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.Authority. The execution and delivery by the Company of this Agreement and each of the other Transaction Documentsconsummation 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 CompanyCompany. This Agreement has been duly executed and no further action is requireddelivered by the Company, and this Agreement constitutes the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party 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 thelegal, valid and binding obligation of the CompanyCompany, 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 affectingsuch 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 mayshall be limited by applicable law.bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, 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.terms.

Authorization; Enforcement.Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated byperform its obligations under this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunderissue the Securities in accordance with the terms hereof and thereunder.thereof. The execution and delivery of this Agreement and each of the other Transaction Documents by the CompanyCompany, and the consummation by itthe Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary action on the Company’s board of directors (including # the filing with the SEC of # a Form D, # the 8-K Filing (as defined below), and # a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the CompanyRegistration Statement (the “Prospectus”), # the filing of a supplemental listing application with Nasdaq, and # any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further actionfiling, consent or authorization is required by the Company, the Boardits board of Directorsdirectors or the Company’sits stockholders in connection herewith or therewith other than in connection with the Required Approvals.governing body. This Agreement has been, and eachthe other Transaction DocumentDocuments to which it is a party has been (or upon delivery will have been)be prior to the Closing, duly executed and delivered by the Company and, when delivered in accordance withCompany, and each constitutes the terms hereof and thereof, will constitute thelegal, valid and binding obligationobligations of the CompanyCompany, enforceable against the Company in accordance with its respective terms, except # as such enforceability may be limited by general equitable principles andof equity or applicable bankruptcy, insolvency, reorganization, moratorium and othermoratorium, liquidation or similar laws of general applicationrelating to, or affecting generally, the enforcement of creditors’applicable creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitableand remedies and # insofarexcept as rights to indemnification and to contribution provisions may be limited by applicablefederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement.Section # Power and Authority. The CompanyPurchaser has theall requisite corporate power and authorityauthority, corporate or otherwise, to enter into and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated by this Agreementhereby and each of the other Transaction Documentsthereby. The execution, delivery and otherwise to carry out its obligations hereunder and thereunder. The execution and deliveryperformance of this Agreement and each of the other Transaction Documents by the CompanyPurchaser and the consummation by it of the transactions contemplated hereby and therebythereby, have been duly authorized by all necessary action, and no other action or proceeding on the part of such Purchaser is necessary to authorize the Companyexecution, delivery and no further action is requiredperformance by such Purchaser of this Agreement and the Company,Transaction Documents and the Boardconsummation by such Purchaser of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.transactions contemplated hereby and thereby. This Agreement and each otherof the Transaction Document to which it is a party hasDocuments have been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance withPurchaser and constitute the terms hereof and thereof, will constitute thelegal, valid and binding obligation of the Companysuch Purchaser, enforceable against the Companyit 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.their respective terms.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, 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.terms.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction Documents.Securities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany's Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, 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.terms.

Authorization; Enforcement.Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated byperform its obligations under this Agreement and each ofto issue the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. ThePurchase Shares in accordance with the terms hereof, # the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactionstransaction contemplated hereby and therebyhereby, including without limitation, the issuance of the Purchase Shares under this Agreement, have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, theCompany’s Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connectionduly authorized committee thereof, do not conflict with the Required Approvals. ThisCompany’s Certificate of Incorporation or Bylaws (as defined below), and do not require further consent or authorization by the Company, its Board of Directors, except as set forth in this Agreement, or its stockholders , # this Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute# this Agreement constitutes the valid and binding obligationobligations of the Company enforceable against the Company in accordance with its terms, except # as such enforceability may be limited by # general equitable principles andof equity or applicable bankruptcy, insolvency, reorganization, moratorium and othermoratorium, liquidation or similar laws of general applicationrelating to, or affecting generally, the enforcement of creditors’creditors' rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitableand remedies and # insofarpublic policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation . The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as indemnificationdelivered to the Buyer to authorize this Agreement and contribution provisions may be limitedthe transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect . The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by applicable law.the Board of Directors of the Company.

Authorization; Enforcement. The CompanyAuthorization. Seller has full legal capacity to execute, deliver and perform its obligations under this Agreement and the requisite corporate power and authorityother Transaction Documents to enter intowhich such Seller is a party and to consummate the transactions contemplated byhereunder and thereunder. The execution, delivery and performance of this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents bywhich the Company and the consummation by it of the transactions contemplated hereby and therebyis a party 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.such Seller. This Agreement has been, and each other Transaction Document to which itthe Company is a party has been (or upon deliveryor will have been)be, duly executed and delivered by the Company and,such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when delivered in accordance with the terms hereofso duly executed and thereof, will constitute thedelivered, a valid and binding obligation of the Companysuch Seller, enforceable against the Company in accordance with its terms, except # as limited by general equitable principles andin each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and other lawssubject, as to enforceability, to the effect of general application affecting enforcementprinciples of creditors’ rights generally, # as limited by laws relating to the availabilityequity (regardless of specific performance, injunctive reliefwhether such enforceability is considered in a proceeding in equity or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.at law).

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