Common use of Requisite Power and Authorization Clause in Contracts

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the issuance of the Securities. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all corporate action of the Company required for the execution and delivery of this Agreement and the Warrants and issuance and delivery of the Securities has been duly and effectively taken, and no further actions, authorizations or consents, including, without limitation, any consents of the stockholders of the Company, are required. Each of this Agreement and the Warrants constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this Agreement may be limited by law. The Shares, when issued, delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, delivered and paid for in compliance with the provisions of this Agreement and the Warrants will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second Closing.

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the issuance and delivery of the Securities. Except for approval by Shares and the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second ClosingWarrants, all corporate action of the Company required for the execution and delivery of this Agreement and the Warrants and issuance and delivery of the Securities has Shares and the Warrants have been duly and effectively taken, taken and no further actions, authorizations or consents, including, including without limitation, limitation by any consents of the stockholders shareholders of the Company, are required. Each of this Agreement and the Warrants constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this Agreement may be limited by lawremedies. The Shares, when issued, issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, issued and delivered and paid for in compliance with the provisions of this Agreement and the Warrants Warrants, as the case may be, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. Assuming the truth and accuracy of the representations and warranties of the Investors contained in this Agreement, at the time of each respective issuance, each of the Shares and the Warrant Shares will be issued in compliance with Federal and state securities laws. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the issuance of the Securities. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all All corporate action of the Company required for the execution and delivery of this Agreement and the Warrants and issuance and delivery of the Securities has been duly and effectively taken, and no further actions, authorizations or consents, including, including without limitation, limitation any consents of the stockholders shareholders of the Company, are required. Each of this Agreement and the Warrants Warrant constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f4(e) of this Agreement may be limited by law. The Preferred Shares, when issued, issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Conversion Shares and the Warrant Shares, if and when issued, issued and delivered and paid for in compliance with the provisions of this Agreement and Agreement, the Warrants Certificate of Determination or the Warrant, as the case may be, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance Assuming the truth and accuracy of the Shares representations and warranties of the Warrant Shares Investor contained in Section 2 hereof at the First Closing andtime of each respective issuance, prior to all the Second Closing, Securities will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second Closing.be issued in

Requisite Power and Authorization. The Company has all necessary --------------------------------- corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Warrants (collectively, the "Transaction ----------- Documents") and to perform its obligations hereunderunder each of the Transaction --------- Documents, including without limitation the issuance of the SecuritiesSecurities hereunder. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all All corporate action of the Company required for the execution and delivery of this Agreement the Transaction Documents and the Warrants and issuance and delivery of the Securities has been duly and effectively taken, and no further actions, authorizations or consents, including, without limitation, any consents of the stockholders of the Company, are required. Each of this Agreement and the Warrants Transaction Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this the Registration Rights Agreement may be limited by law. The Shares, when issued, delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, delivered and paid for in compliance with the provisions of this Agreement and the Warrants Warrants, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement attached hereto as Exhibit B (the "Registration Rights Agreement") and the Warrants (collectively, the "Transaction Documents") and to perform its obligations hereunderunder each of the Transaction Documents, including without limitation the issuance of the SecuritiesSecurities hereunder. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all All corporate action of the Company required for the execution and delivery of this Agreement the Transaction Documents and the Warrants and issuance and delivery of the Securities has been duly and effectively taken, and and, except as set forth on Schedule 3(g), no further actions, authorizations or consents, including, without limitation, any consents of the stockholders of the Company, are required. Each of this Agreement and the Warrants Transaction Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this the Registration Rights Agreement may be limited by law. The Shares, when issued, delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, delivered and paid for in compliance with the provisions of this Agreement and the Warrants will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the issuance and delivery of the Securities. Except for approval by Shares and the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second ClosingWarrant, all corporate action of the Company required for the execution and delivery of this Agreement and the Warrants and issuance and delivery of the Securities has Shares and the Warrant have been duly and effectively taken, taken and no further actions, authorizations or consents, including, including without limitation, limitation any consents of the stockholders shareholders of the Company, are required. Each of this Agreement and the Warrants Warrant constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting 3 enforcement of creditor's rights, rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this Agreement may be limited by lawremedies. The Shares, when issued, issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, issued and delivered and paid for in compliance with the provisions of this Agreement and the Warrants Warrant, as the case may be, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. Assuming the truth and accuracy of the representations and warranties of the Investor contained in this Agreement at the time of each respective issuance, each of the Shares and the Warrant Shares will be issued in compliance with Federal and state securities laws. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.