Common use of Authority; Due Execution Clause in Contracts

Authority; Due Execution. (a) Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations under and to consummate the transactions contemplated in this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement will be, duly and validly executed and delivered by Seller and, assuming due execution and delivery by and the validity and binding effect thereof on Parent, Buyer and any other party hereto and thereto (other than Seller), this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Due Execution. (a) Seller has the and Principals have all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which they are a party and to perform its their obligations under and to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsAgreements to which they are a party. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which they are a party by SellerSeller and Principals, and the consummation by Seller and Principals of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and Principals and no other corporate proceedings on the part of Seller or either Principal are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which they are a party by Seller or either Principal or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement to which they are a party will be, duly and validly executed and delivered by Seller and Principals and, assuming due execution and delivery by and the validity and binding effect thereof on Parent, Buyer and any other party hereto and thereto (other than SellerSeller and Principals), this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements to which they are a party will constitute, the valid and binding obligations of SellerSeller and Principals, enforceable against Seller and Principals in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Due Execution. (a) Seller and each Principal has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations under hereunder and thereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby or thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by SellerSeller and the Principal, and the consummation by Seller and the Principal of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and the Principal and no other corporate proceedings on the part of Seller or the Principal are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller or the Principal or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement will be, duly and validly executed and delivered by Seller and the Principal, as applicable, and, assuming due execution and delivery by and the validity and binding effect thereof on Parent, Buyer and any other party hereto and thereto (other than Seller, the Principal and the Seller Shareholders), this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, the valid and binding obligations of SellerSeller and the Principal, as applicable, enforceable against Seller and the Principal in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Due Execution. (a) Seller The Company had, at the time that the Loan was funded, and currently has all of the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements December 2014 Convertible Note (the Agreement and the December 2014 Convertible Note are referred to collectively as the “Loan Documents”), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated thereby. Except in this Agreement the case of the approval and adoption of an amendment to the Ancillary Agreements. The execution, delivery and performance certificate of incorporation of the Company (“Certificate of Incorporation”) by its stockholders to increase in the number of authorized shares of Common Stock of the Company as contemplated by Section 4.3 of this Agreement (the “Authorization Amendment”), the execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the December 2014 Convertible Note and the Ancillary Agreements by Sellerreservation of shares of Common Stock issuable upon conversion of December 2014 Convertible Note (the “Conversion Shares”), and the consummation by Seller of the transactions contemplated hereby and thereby, have has been duly and validly authorized by all necessary corporate action on the part of Seller the Company. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote required of the Company’s capital stock necessary in connection with the approval and no adoption of the Authorization Amendment (such approval of the Authorization Amendment by the stockholders of the Company, the “Required Stockholder Approval”). No other corporate proceedings on vote of the part holders of Seller are the Company’s capital stock is necessary to authorize the execution, delivery and performance of in conjunction with this Agreement and or the Ancillary Agreements by Seller December 2014 Convertible Note, or to consummate the consummation of the transactions contemplated hereby or thereby. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement will be, . The Loan Documents have been duly and validly executed and delivered by Seller the Company and, assuming due and valid authorization, execution and delivery by and the validity and binding effect thereof on ParentInvestor, Buyer and any other party hereto and thereto (other than Seller), this Agreement constitutes, and on the Closing Date of each of the Ancillary Agreements Loan Documents will constituteconstitute legal, the valid valid, and binding obligations of Sellerthe Company, enforceable against Seller it in accordance with their respective terms, subject terms (except to the effect of any extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency (including all laws relating to fraudulent transfers)moratoriums, moratorium or similar laws Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the effect discretion of general principles of equity the court before which any proceedings may be brought (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe “Bankruptcy and Equity Exceptions”). (b) The Board of Directors of the Company (the “Board of Directors” or the “Board”) has determined that this Agreement, the Loan transaction which are the subject of this Agreement, and the December 2014 Convertible Note are fair to and in the best interests of the Company and its stockholders and have approved and adopted this Agreement, the Loan transaction, and the December 2014 Convertible Note.

Authority; Due Execution. (a) Seller The Company had, at the time that each Loan was funded, and currently has all of the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Convertible Notes (the Agreement and all of the Convertible Notes are referred to collectively as the “Loan Documents”), and to carry out and perform its obligations under the Loan Documents, and to consummate the transactions contemplated thereby.Except in this Agreement the case of the approval and adoption of an amendment to the Ancillary Agreements. The execution, delivery and performance certificate of incorporation of the Company (“Certificate of Incorporation”) by its stockholders to increase in the number of authorized shares of Common Stock of the Company as contemplated by Section 4.3 of this Agreement (the “Authorization Amendment”), the execution, delivery, and performance by the Company of the Loan Documents, including the delivery of each of the Convertible Notes and the Ancillary Agreements by Sellerreservation of Common Stock issuable upon conversion of the Convertible Notes (the “Conversion Shares”), and the consummation by Seller of the transactions contemplated hereby and thereby, have has been duly and validly authorized by all necessary corporate action on the part of Seller the Company.The affirmative vote of the holders of a majority of the outstanding shares of Common Stock is the only vote required of the Company’s capital stock necessary in connection with the approval and no adoption of the Authorization Amendment (such approval of the Authorization Amendment by the stockholders of the Company, the “Required Stockholder Approval”).No other corporate proceedings on vote of the part holders of Seller are the Company’s capital stock is necessary to authorize the execution, delivery and performance of in conjunction with this Agreement and or the Ancillary Agreements by Seller Convertible Notes, or to consummate the consummation of the transactions contemplated hereby or thereby. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement will be, The Loan Documents have been duly and validly executed and delivered by Seller the Company and, assuming due and valid authorization, execution and delivery by and the validity and binding effect thereof on ParentInvestor, Buyer and any other party hereto and thereto (other than Seller), this Agreement constitutes, and on the Closing Date of each of the Ancillary Agreements Loan Documents will constituteconstitute legal, the valid valid, and binding obligations of Sellerthe Company, enforceable against Seller it in accordance with their respective terms, subject terms (except to the effect of any extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, insolvency (including all laws relating to fraudulent transfers)moratoriums, moratorium or similar laws Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the effect discretion of general principles of equity the court before which any proceedings may be brought (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe “Bankruptcy and Equity Exceptions”). (b) The Board of Directors of the Company (the “Board of Directors” or the “Board”) has determined that this Agreement, the Loan transactions which are the subject of this Agreement, and the Convertible Notes are fair to and in the best interests of the Company and its stockholders and have approved and adopted this Agreement, the Loan transactions, and each of the Convertible Notes.

Authority; Due Execution. (a) Each of the Seller has Companies and the Principal have all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which they are a party and to perform its their obligations under hereunder and thereunder and to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsAgreements to which they are a party. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellerto which any Seller Company or the Principal is party, and the consummation by the Seller Companies and the Principal of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of each Seller Company and the Principal and no other corporate proceedings on the part of any of the Seller Companies or the Principal are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by to which a Seller Company or the Principal is a party or to consummate the transactions contemplated hereby or thereby. By executing this Agreement, the Principal hereby approves, by written consent, the execution, delivery and performance of this Agreement and the Ancillary Agreements by each of the Seller Companies. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement will be, to which any Seller Company or the Principal is party has been duly and validly executed and delivered by such Seller Company and the Principal and, assuming due execution and delivery by and the validity and binding effect thereof on Parent, Buyer and any other party hereto and thereto (other than Sellerthe Seller Companies and the Principal), this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, to which they are a party constitutes the valid and binding obligations of Sellereach Seller Company and the Principal, enforceable against each of the Seller Companies and the Principal in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Due Execution. (a) Seller has and the Principals have all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which they are a party and to perform its their obligations under and to consummate the transactions contemplated in this Agreement and the Ancillary AgreementsAgreements to which they are a party. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellerto which Seller and the Principals are party, and the consummation by Seller and the Principals of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller and the Principals and no other corporate proceedings on the part of Seller or the Principals are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by to which Seller or the Principals are party or to consummate the transactions contemplated hereby or thereby. By executing this Agreement, the Principals hereby approve, by written consent, the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement to which Seller and the Principals are a party will be, duly and validly executed and delivered by Seller and the Principals and, assuming due execution and delivery by and the validity and binding effect thereof on Parent, Buyer and any other party hereto and thereto (other than SellerSeller and the Principals), this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements to which they are a party will constitute, the valid and binding obligations of SellerSeller and the Principals, enforceable against Seller and the Principals in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Due Execution. (a) Each Seller Shareholder has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations under hereunder and thereunder and to consummate the transactions contemplated in this Agreement and the Ancillary Agreementshereby or thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellerthe Seller Shareholders, and the consummation by the Seller Shareholders of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Seller Shareholders and no other corporate proceedings on the part of the Seller Shareholders are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Seller Shareholders or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and as of the Closing Date each of the Ancillary Agreement will be, duly and validly executed and delivered by the Seller Shareholders, as applicable, and, assuming due execution and delivery by and the validity and binding effect thereof on Parent, Buyer and any other party hereto and thereto (other than Seller, the Principal and the Seller Shareholders), this Agreement constitutes, and on the Closing Date each of the Ancillary Agreements will constitute, the valid and binding obligations of Sellerthe Seller Shareholders, as applicable, enforceable against the Seller Shareholders in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency (including all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).