The Agreement and the Notes, and the stock issuable upon conversion of the Notes, have been duly authorized by the Board of Directors and stockholders of the Company. The Company has obtained the necessary corporate approval for the authorization of any shares of Equity Securities (as defined in the Notes), and the Company has sufficient number of shares of Equity Securities authorized under the Company’s Certificate of Incorporation to provide for the issuance of such shares upon conversion of the Notes. The Agreement and the Notes, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.