Legally Binding. The terms of this Agreement contained herein are contractual and not mere recitals.

Binding. This Agreement shall be binding on the parties hereto, and their respective heirs, representatives, successors and assigns; and shall inure to the benefit of Borrower and of Lender and Lender’s successors and assigns.

this Agreement is its legally binding, valid and enforceable obligation;

This Agreement is the valid and legally binding obligation of the Securities Intermediary.

“Contract” means any contract, agreement, lease, license, instrument, commitment, evidence of Indebtedness, purchase order, binding bid or other legally binding arrangement, whether written or oral.

written, electronic or oral and whether express or implied) that is or purports by its terms to be legally binding, and including all amendments thereto.

This Guaranty has been duly signed and delivered by the authorized officer(s) of the Guarantor and constitutes its lawful, binding and legally enforceable obligation.

The Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms;

This Note has been duly executed and delivered by Maker and constitutes a valid and legally binding obligation of Maker enforceable in accordance with its terms.

The parties hereto agree that the submission of an unexecuted copy or counterpart of this Contract by one party to another is not intended by either party to be, or be deemed to be, a legally binding contract or an offer to enter into a legally binding contract. The parties shall be legally bound pursuant to the terms of this Contract only if and when the parties have been able to negotiate all of the terms and provisions of this Contract in a manner acceptable to each of the parties in their respective sole discretion, and both Seller and Purchaser have fully executed and delivered this Contract.