Common use of Authority; Due Execution Clause in Contracts

Authority; Due Execution. (a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the August 2016 Convertible Note (the Agreement and the August 2016 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 hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August 2016 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of August 2016 Convertible Note (the "Conversion Shares"), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the "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 is the subject of this Agreement, and the August 2016 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 August 2016 Convertible Note.

Authority; Due Execution. (a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the August September 2016 Convertible Note (the Agreement and the August September 2016 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 hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August September 2016 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of August the September 2016 Convertible Note (the "“Conversion Shares"”), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' ’ rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the "“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 is the subject of this Agreement, and the August September 2016 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 August September 2016 Convertible Note.

Authority; Due Execution. (a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the August May 2016 Convertible Note (the Agreement and the August Xxxx 2016 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 hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August May 2016 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of August May 2016 Convertible Note (the "Conversion Shares"), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the "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 is the subject of this Agreement, and the August May 2016 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 August May 2016 Convertible Note.

Authority; Due Execution. (a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the August 2016 September 2015 Convertible Note (the Agreement and the August 2016 September 2015 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 hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August 2016 September 2015 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of August 2016 the September 2015 Convertible Note (the "Conversion Shares"), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the "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 is the subject of this Agreement, and the August 2016 September 2015 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 August 2016 September 2015 Convertible Note.

Authority; Due Execution. (a) The Company has, and at the time that the Loan was funded had, all of the requisite corporate power and authority to execute and deliver this Agreement and the August 2016 December 2015 Convertible Note (the Agreement and the August 2016 December 2015 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 hereby and thereby. The execution, delivery, and performance by the Company of the Loan Documents, including the delivery of the August 2016 December 2015 Convertible Note and the reservation of shares of Common Stock issuable upon conversion of August 2016 the December 2015 Convertible Note (the "Conversion Shares"), and the consummation of the transactions contemplated thereby, has been duly and validly authorized by all necessary corporate action on the part of the Company. The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and binding obligations of the Company, enforceable against it in accordance with their respective terms (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriums, or similar Laws affecting creditors' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the "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 is the subject of this Agreement, and the August 2016 December 2015 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 August 2016 December 2015 Convertible Note.