All corporate action on the part of the Company and GMS necessary for the authorization, execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant and the performance of all obligations of the Company and GMS hereunder and under the Warrant has been taken. This Agreement has been duly executed and delivered by the Company and GMS and constitutes the valid and binding obligation of the Company and GMS enforceable against the Company in accordance with its 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.