Common use of Corporate Power; Authorization Clause in Contracts

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement, to sell and issue the Shares and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreement. This Agreement has been duly executed and delivered by an authorized officer of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) as limited by equitable principles generally (regardless of whether such enforceability is considered a proceeding in equity or at law).

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority power, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Warrants and the Registration Rights Agreement (as defined below and collectively, the “Transaction Documents”), sell and issue the Shares Securities and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority authority, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Registration Rights Agreement and the Voting and Standstill Agreement (collectively, the “Transaction Documents”), sell and issue the Shares and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority authority, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Warrants and the Registration Rights Agreement (as defined below and collectively, the “Transaction Documents”), sell and issue the Shares Securities and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority power, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Warrants and the Registration Rights Agreement (as defined below and collectively, the "Transaction Documents"), sell and issue the Shares Securities and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law).laws. 4.3

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement, to sell and issue the Shares and the Warrant, Warrants and to carry out and perform all of its obligations under and contemplated by this Agreement. This Agreement has been duly executed exe cuted and delivered by an authorized officer of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) as limited by equitable principles generally (regardless of whether such enforceability is considered a proceeding in equity or at law).

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority authority, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Warrants and the Registration Rights Agreement (collectively, the "Transaction Documents"), sell and issue the Shares Securities and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal ------------------------------ and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement, to sell and issue the Shares and the Warrant, Warrants and to carry out and perform all of its obligations under and contemplated by this Agreement. This Agreement has been duly executed and delivered by an authorized officer of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) as limited by equitable principles generally (regardless of whether such enforceability is considered a proceeding in equity or at law).

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority authority, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Registration Rights Agreement and the Voting Agreement (collectively, the “Transaction Documents”), sell and issue the Shares and the Warrant, Additional Shares and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority power, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Warrant and the Registration Rights Agreement (collectively, the “Transaction Documents”), sell and issue the Shares Securities and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority authority, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Warrants and the Registration Rights Agreement (collectively, the “Transaction Documents”), sell and issue the Shares Securities and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority authority, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the Warrants and the Stockholder’s Agreement (collectively, the “Transaction Documents”), sell and issue the Shares Securities and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Stockholder’s Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and full corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement and the Registration Rights Agreement (the Registration Rights Agreement, to sell and issue collectively with the Shares and Agreement, the Warrant“Transaction Documents”), and to carry out issue, sell and perform all of its obligations under and contemplated by this Agreementdeliver the Shares. This Agreement Each Transaction Document has been duly authorized, executed and delivered by an authorized officer of the Company and Company. Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver each of this AgreementAgreement and the Warrants, to sell and issue the Shares and the Warrant, Securities and to carry out and perform all of its obligations under hereunder and contemplated by thereunder. Each of this Agreement. This Agreement and the Warrants has been duly authorized, executed and delivered by an authorized officer on behalf of the Company and constitutes the legal, valid and binding obligation agreement of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, generally and (bii) as limited by equitable principles generally. The person executing this Agreement and the Warrants is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally (regardless of whether such enforceability is considered a proceeding in equity or at law)and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrants.

Corporate Power; Authorization. The Company has all requisite legal ------------------------------ and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement, to sell and issue the Shares and the WarrantShares, and to carry out and perform all of its obligations under and contemplated by this Agreement. This Agreement has been duly executed and delivered by an authorized officer of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) as limited by equitable principles generally (regardless of whether such enforceability is considered a proceeding in equity or at law).

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement, to sell and issue the Shares and the WarrantShares, and to carry out and perform all of its obligations under and contemplated by this Agreement. This Agreement has been duly executed and delivered by an authorized officer of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) as limited by equitable principles generally (regardless of whether such enforceability is considered a proceeding in equity or at law).

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority power, and has taken all requisite corporate action action, to duly authorize, execute and deliver this Agreement, to the License Agreement and the Registration Rights Agreement (as defined below and collectively, the “Transaction Documents”), sell and issue the Shares and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreementthe Transaction Documents. This Agreement has been duly executed and delivered by an authorized officer of the Company and Each Transaction Document constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (bii) as limited by equitable principles generally generally, including any specific performance and (regardless of whether iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such enforceability is considered a proceeding in equity or at law)laws.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement, to sell and issue the Shares and the WarrantSecurities, and to carry out and perform all of its obligations under and contemplated by this Agreement. This Agreement has been duly executed and delivered by an authorized officer of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (b) as limited by equitable principles generally (regardless of whether such enforceability is considered a proceeding in equity or at law).

Corporate Power; Authorization. The Company has all requisite legal ------------------------------ and corporate power and authority and has taken all requisite corporate action to duly authorize, execute and deliver this Agreement, to sell and issue the Shares and the Warrant, and to carry out and perform all of its obligations under and contemplated by this Agreement. This Agreement has been duly executed and delivered by an authorized officer of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally, and (b) as limited by equitable principles generally (regardless of whether such enforceability is considered a proceeding in equity or at law).