Common use of Organization and Qualification Clause in Contracts

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporated, validly incorporated and existing and in good standing under the laws of the State state of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has the requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on conduct its business as now being conductedpresently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

Organization and Qualification. The Company has been duly incorporated and is a corporation duly incorporated, validly existing and in good standing under the laws of the State of as a Delaware corporation and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own its properties and assets and to carry on conduct its business as now it is currently being conducted.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. The Company has all licenses, Permits and has the requisite corporate power authorizations necessary to own its properties properties, rights and assets and to carry on its business as now being conductedpresently conducted and is duly qualified to do business as a foreign entity and in good standing in each state or country, if any, in which failure to be so qualified would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The Company is not in violation of its Certificate of Incorporation or Bylaws.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own its properties and assets and to carry on conduct its business as now being currently conducted.

Organization and Qualification. The Company is a corporation duly incorporated, validly incorporated and existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing as a corporation under the laws of the State of Delaware Delaware, has full and has the requisite adequate corporate power to own its properties Property and assets and to carry on conduct its business as now being conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying.

Organization and Qualification. The Company is a corporation duly incorporated, organized and validly existing and in good standing under the laws Laws of the State of Delaware and has the requisite corporate power and authority to own its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing (if a good standing concept exists in such jurisdiction) in every jurisdiction in which the ownership of its property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation duly incorporated, validly organized and existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a material adverse effect on the operations, properties or financial condition of the Company taken as a whole (a "Material Adverse Effect").

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing organized and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own its properties and assets and to carry on conduct its business as now being currently conducted. The Company is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the Company conducts business, except where the failure to do so would not have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conductedDelaware.

Organization and Qualification. The Company is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power and has the requisite corporate power to own its properties and assets and authority to carry on its business as now being currently conducted, other than such failures that would not reasonably be expected to have a material adverse effect on the Company’s business, properties or financial condition (a “Material Adverse Effect”). The Company is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and as a Delaware corporation in good standing under the laws of the State of Delaware and has the requisite corporate power is authorized to own its properties and assets and to carry on its transact business as now being conducteda foreign corporation in good standing in those jurisdictions in which the nature of its activities or the property owned by it make such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporated, organized and validly existing and in good standing under the laws Laws of the State of Delaware and has the requisite corporate power and authority to own its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the ownership of its property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing organized and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own its properties and assets and to carry on conduct its business as now being currently conducted. The Company is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the Company conducts business, except where the failure to be so organized or in good standing would not be reasonably likely to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted.

Organization and Qualification. The Company is a corporation company duly incorporated, incorporated and validly existing and in good standing under the laws Laws of the State of Delaware and has the requisite corporate power and authority to own its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the ownership of its property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being conductedconducted and is duly qualified to do business in any other jurisdiction by virtue of the nature of the businesses conducted by it or the ownership or leasing of its properties, except where the failure to be so qualified will not, when taken together with all other such failures, have a Material Adverse Effect on the Company.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware; and has the requisite corporate power Company is in good standing in each other jurisdiction in which qualification is required, except where the failure to own its properties and assets and to carry on its business be so qualified will not have a Material Adverse Effect, as now being conducteddefined in Section 4.4.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporated, validly organized and existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a material adverse effect on the operations, properties or financial condition of the Company taken as a whole (a "Material Adverse Effect").

Organization and Qualification. The Company is a corporation duly incorporatedamalgamated, validly existing and in good standing under the laws of the State state of Delaware and has the requisite corporate power to own its properties and assets and authority to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized and existing under, validly existing and in good standing under by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets assets, and to carry on its business as now being presently conducted. The Company is authorized to transact business as a foreign corporation in good standing in those jurisdictions in which the nature of its activities or the property owned by it make such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and authority to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own its properties and assets and to carry on operate its business as now being presently conducted. The Company is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporated, validly organized and existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power to own its their properties and assets and to carry on its their business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a material adverse effect on the operations, properties or financial condition of the Company taken as a whole (a "MATERIAL ADVERSE EFFECT").

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State state of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted. The Company is not in violation of any of the provisions of its governing documents.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing organized under the laws of the State of Delaware Delaware, has power and has the requisite corporate power authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which its ownership of property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a material adverse effect.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being presently conducted.

Organization and Qualification. The Company is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power and has the requisite corporate power to own its properties and assets and authority to carry on its business as now being currently conducted. The Company is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a material adverse effect.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own perform its properties and assets obligations hereunder and to carry on its business as now being conductedconsummate the transactions contemplated hereby.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own own, lease and operate its respective properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company It is a corporation duly incorporated, validly organized and existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company Corporation is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power and has the requisite corporate power to own its properties and assets and authority to carry on its business as now being currently conducted, other than such failures that would not reasonably be expected to have a material adverse effect on the Company’s business, properties or financial condition (a “Material Adverse Effect”).

Organization and Qualification. The Company is a corporation an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted. The Company is not in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted.

Organization and Qualification. The Company is a corporation corporation, duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power and has the requisite corporate power authority to conduct its business and own its properties and assets and to carry on its business as now being conductedproperty.

Organization and Qualification. The Company is a corporation an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, USA, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted.

Organization and Qualification. The Company is a corporation an entity duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and occupy its properties and assets and to carry on its business as now being conducted.currently

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has the requisite all corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now currently being conducted and as proposed to be conducted.

Organization and Qualification. (a) The Company is a ------------------------------ corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority and all necessary governmental approvals to own own, lease and operate its properties and assets and to carry on its business as now being conducted., except

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority and all licenses, permits and authorizations to own its properties and assets and to carry on conduct its business as now it is currently being conducted and as it is presently proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business, assets, liabilities, operations, financial condition or prospects.

Organization and Qualification. The Company Corporation is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the laws of the State of Delaware Delaware, and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporated, and validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware Delaware. The Company has all licenses, permits and has the requisite corporate power authorizations necessary to own its properties properties, rights and assets and to carry on its business as now being conductedpresently conducted and is duly qualified to do business as a foreign entity and in good standing in each state or country, if any, in which failure to be so qualified would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The Company is not in violation of its Certificate of Incorporation or Bylaws.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State state of Delaware Delaware. The Company has all requisite power, right and has the requisite corporate power to own its properties and assets and authority to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware and has with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power and has the requisite corporate power to own its properties and assets and authority to carry on its business as now being currently conducted. The Company is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a material adverse effect on the Company’s business, properties or financial condition (a “Material Adverse Effect”).

Organization and Qualification. The Company is a corporation an entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted. The Company is not in violation or default of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents.

Organization and Qualification. The Company is a corporation an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own or lease and use its properties and assets and to carry on its business as now being currently conducted. The Company is not in violation of any of the provisions of its certificate of incorporation or bylaws. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the Company and its subsidiaries taken as a whole.

Organization and Qualification. The Company is a corporation company duly incorporated, incorporated and validly existing and in good standing under the laws of the State Laws of Delaware and has the requisite corporate power and authority to own its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the ownership of its property or the nature of the business as currently conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation ------------------------------ duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own own, lease and operate its respective properties and assets and to carry on its business as now being conducted. The Company is qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which the nature of its business requires such qualification, except where the failure to be so qualified or in good standing which, taken together with all other such failures, would not have a Material Adverse Effect on the Company.

Organization and Qualification. The Company is a corporation duly incorporated, validly incorporated and existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has the requisite all necessary corporate power to own its properties and assets and authority to carry on its business as it is now being conducted. Company is duly qualified as a foreign Company to do business, and is in good standing, in each jurisdiction where it is doing or will do business, or the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on Company.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, with full power and has the requisite authority (corporate power and other) to own own, lease, use and operate its properties and assets and to carry on its business as and where now being owned, leased, used, operated and conducted.

Organization and Qualification. The Company is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power and has the requisite corporate power authority to conduct its business and own its properties and assets property and to carry on enter into and perform its business as now being conductedobligations under the Loan Documents.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has the all requisite corporate or other power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary. The Company has no directly or indirectly owned subsidiaries.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which qualification is required except where failure to be so qualified would not reasonably be expected to have a Material Adverse Effect on the Company.

Organization and Qualification. The Company is a corporation duly incorporated, validly organized and existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a material adverse effect on the operations, properties or financial condition of the Company taken as a whole (a "MATERIAL ADVERSE EFFECT").

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted or currently proposed to be conducted.. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so

Organization and Qualification. The Company is a corporation corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted.

Organization and Qualification. The Company is a corporation ------------------------------ duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own its properties and assets and to carry on conduct its business as now being conductedcurrently conducted and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary (except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results or operations of the Company).

Organization and Qualification. The Company is a corporation duly incorporated, organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and the Company has the requisite corporate power and authority to own its properties and assets and to carry on its business as now being conducted.. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each other jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes

Organization and Qualification. The Company is a ------------------------------ corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now being conductedpresently conducted and is qualified to do business and is in good standing in each jurisdiction where the ownership or operation of its assets or properties or conduct of its business requires such qualification.

Organization and Qualification. The Company is a corporation an entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted. The Company is not in violation of any of the provisions of its Certificate of Incorporation or By-Laws.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own all of its properties and assets and to carry on its business as it is now being conducted. Neither the nature of the business conducted by the Company nor the properties owned, leased or operated by it make qualification as a foreign corporation necessary in any other jurisdiction.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to transact business as a foreign corporation in each jurisdiction in which the requisite corporate power failure to own its properties and assets and to carry so qualify would have a material adverse effect on its business as now being currently conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has the all requisite corporate power and authority to own conduct its properties business as currently conducted and assets and is duly qualified in each state of the United States in which the failure to carry be so qualified would have a material adverse effect on its business as now being conductedor properties.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing organized under the laws of the State state of Delaware Delaware, has power and has the requisite corporate power authority to own its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which its ownership of property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation corporation, ------------------------------ duly incorporatedformed, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conductedDelaware.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has is in good standing with the requisite Secretary of State of Delaware, with all corporate power and authority necessary to own its properties and assets and to carry on conduct its business as now being currently conducted. The Company is duly qualified and in good standing as a foreign corporation or entity authorized to do business in each jurisdiction in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except as would not have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation an entity duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own perform its properties obligations under this Agreement. The Company is duly qualified to conduct business and assets and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to carry on its business be so qualified or in good standing, as now being conductedthe case may be, would not have or reasonably be expected to result in a Material Adverse Effect.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite all necessary corporate power and authority to own its properties own, lease and assets operate the Transferred Assets and to carry on its business operate the Business as it is now being conducted. The Company is qualified to do business as a foreign corporation, and in good standing, under the laws of every jurisdiction where the nature of its business requires such qualification.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted.. The Company is duly qualified or licensed and in good standing to conduct business in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except for any deviations from any of the foregoing that would not reasonably be expected to have a material adverse effect on the Company

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, each of which is listed in Section 3.1 of the Company Disclosure Schedule.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being conducted.. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has Delaware. Each of the requisite corporate power to own its properties and assets and to carry on its business Company's Subsidiaries (as now being conducted.defined in Section 2.2) is a corporation or other legal entity duly

Organization and Qualification. The Company is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as now being currently conducted.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has the all requisite corporate power and authority to own its properties enter into this Agreement and assets each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to carry on perform its business as now being conductedobligations under this Agreement and the Transaction Documents, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Transaction Documents.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being currently conducted. The Company is qualified as a foreign corporation and is in good standing in all states where the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company.

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

Organization and Qualification. The Company is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Delaware, USA and has the requisite corporate power and authorization to own its properties and assets and to carry on its business as now being conducted.. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in SMTP.INVESTMENT AGREEMENT.MAY.2013

Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with the requisite corporate power to own its properties and assets and to carry on conduct its business as now being currently conducted. The Company is not in violation or default of any of the provisions of its certificate of incorporation or bylaws.

Organization and Qualification. The Company is a corporation duly incorporated, validly organized and existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate power to own its their properties and assets and to carry on its their business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a material adverse effect on the operations, properties or financial condition of the Company taken as a whole (a “Material Adverse Effect”).

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own own, lease and operate its assets and properties and assets and to carry on its business as it is now being or currently planned by the Company to be conducted. The Company is not in violation of any of the provisions of its certificate of incorporation and bylaws.

Organization and Qualification. The Company is a corporation duly incorporated------------------------------ organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Each of the Company's subsidiaries (collectively, the "Company Subsidiaries") is a corporation duly organized, validly existing and has in good standing under the requisite corporate power to own laws of the state of its properties and assets and to carry incorporation set forth on its business as now being conducted.Schedule --------

Organization and Qualification. The Company is a corporation duly incorporated, validly incorporated and existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conductedDelaware.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has the requisite corporate power to own its properties and assets and authority to carry on its business as it is now being conducted.

Organization and Qualification. The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted or currently proposed to be conducted. The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary except where the failure to be so qualified would not have a Material Adverse Effect.

Organization and Qualification. The Company is a corporation duly incorporated, validly ------------------------------ organized and existing and in good standing under the laws of the State of Delaware and Delaware, has the all requisite corporate power and authority to own its properties execute and assets deliver this Agreement, to issue the Common Stock, and to carry on its business as now being conductedout the provisions of this Agreement.