All corporate action on the part of the Company necessary for the authorization of this Agreement, the Notes and the Warrants, and the performance of all obligations of the Company hereunder and thereunder has been taken. This Agreement constitutes, and the Notes and Warrants, when executed and delivered at the Closing, will constitute, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies.