WHICH IT IS A
PARTY AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE
COMPANY'S EXECUTION AND DELIVERY OF EACH OF THE TRANSACTION DOCUMENTS TO WHICH
IT IS A PARTY AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY (INCLUDING, BUT NOT LIMITED TO, THE SALE AND DELIVERY OF THE SHARES
AND THE WARRANTS AND THE RESERVATION FOR ISSUANCE AND THE
SUBSEQUENT ISSUANCE
OF THE WARRANT SHARES UPON EXERCISE OF THE WARRANTS) HAVE BEEN DULY AUTHORIZED
BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE COMPANY, AND NO FURTHER
CORPORATE ACTION IS REQUIRED BY THE COMPANY, ITS BOARD OF DIRECTORS OR ITS
STOCKHOLDERS IN CONNECTION THEREWITH OTHER THAN IN CONNECTION WITH THE REQUIRED
APPROVALS.
EACH OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY HAS BEEN
(OR UPON DELIVERY WILL HAVE BEEN) DULY EXECUTED BY THE COMPANY AND IS, OR WHEN
DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE THE LEGAL, VALID
AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN
ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS SUCH ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE
6
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, LIQUIDATION OR SIMILAR LAWS
RELATING TO, OR AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS' RIGHTS AND
REMEDIES OR BY OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION, (II) AS
LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE
RELIEF OR OTHER EQUITABLE REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND
CONTRIBUTION PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
(D)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
COMPANY OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND THE CONSUMMATION
BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING,
WITHOUT LIMITATION, THE ISSUANCE OF THE SHARES AND WARRANTS AND THE RESERVATION
FOR ISSUANCE AND ISSUANCE OF THE WARRANT SHARES) DO NOT AND WILL NOT (I)
CONFLICT WITH OR VIOLATE ANY PROVISIONS OF THE COMPANY'S OR ANY SUBSIDIARY'S
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHERWISE RESULT IN A
VIOLATION OF THE ORGANIZATIONAL DOCUMENTS OF THE COMPANY, (II) CONFLICT WITH, OR
CONSTITUTE A DEFAULT (OR AN EVENT THAT WITH NOTICE OR LAPSE OF TIME OR BOTH
WOULD RESULT IN A DEFAULT) UNDER, RESULT IN THE CREATION OF ANY LIEN UPON ANY OF
THE PROPERTIES OR ASSETS OF THE COMPANY OR GIVE TO OTHERS ANY RIGHTS OF
TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION (WITH OR WITHOUT NOTICE,
LAPSE OF TIME OR BOTH) OF, ANY MATERIAL CONTRACT, OR (III) SUBJECT TO THE
REQUIRED APPROVALS, CONFLICT WITH OR RESULT IN A VIOLATION OF ANY LAW, RULE,
REGULATION, ORDER, JUDGMENT, INJUNCTION, DECREE OR OTHER RESTRICTION OF ANY
COURT OR GOVERNMENTAL AUTHORITY TO WHICH THE COMPANY IS SUBJECT (INCLUDING
FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS AND THE RULES AND REGULATIONS,
ASSUMING THE CORRECTNESS OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE
PURCHASERS HEREIN, OF ANY SELF-REGULATORY ORGANIZATION TO WHICH THE COMPANY OR
ITS SECURITIES ARE SUBJECT, INCLUDING ALL APPLICABLE TRADING MARKETS), OR BY
WHICH ANY PROPERTY OR ASSET OF THE COMPANY IS BOUND