(i) Company corporate and enter and perform obligations Agreement; (ii) execution and Agreement by Company, consummation by transactions contemplated and and issuance, and Shares duly authorized by corporate and further authorization the Board Directors or stockholders required; and (iii) Agreement has executed and delivered and constitutes valid and obligation against in accordance with terms, except as such enforceability may be limited by applicable bankruptcy, securities, insolvency, similar laws relating affecting enforcement of, creditors’ rights and remedies, by principles of general application.