Common use of Corporate Power; Authorization Clause in Contracts

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this Agreement and the Warrant, to sell and issue the Securities and to carry out and perform all of its obligations hereunder and thereunder. Each of this Agreement and the Warrant has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally. The person executing this Agreement and the Warrant is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrant.

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 Agreement and the WarrantAgreement, to sell and issue the Securities Shares and the Warrant, and to carry out and perform all of its obligations hereunder under and thereundercontemplated by this Agreement. Each of this This Agreement and the Warrant has been duly authorized, executed and delivered on behalf by an authorized officer of the Company and constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ ' rights generally generally, and (iib) as limited by equitable principles generally. The person executing this Agreement and the Warrant generally (regardless of whether such enforceability is considered a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrantproceeding 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 each of this Agreement and the WarrantAgreement, to sell and issue the Securities Securities, and to carry out and perform all of its obligations hereunder under and thereundercontemplated by this Agreement. Each of this This Agreement and the Warrant has been duly authorized, executed and delivered on behalf by an authorized officer of the Company and constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally generally, and (iib) as limited by equitable principles generally. The person executing this Agreement and the Warrant generally (regardless of whether such enforceability is considered a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrantproceeding in equity or at law).

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this Agreement and the Warrant, to sell and issue the Securities and to carry out and perform all of its obligations hereunder and thereunder. Each of this Agreement and the Warrant has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and (ii) as limited by equitable principles generally. The person executing this Agreement and the Warrant is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrant.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this Agreement and the WarrantWarrants, to sell and issue the Securities and to carry out and perform all of its obligations hereunder and thereunder. Each of this Agreement and the Warrant Warrants has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and (ii) as limited by equitable principles generally. The person executing this Agreement and the Warrant Warrants is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the WarrantWarrants.

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 Agreement and the WarrantAgreement, to sell and issue the Securities Shares, and to carry out and perform all of its obligations hereunder under and thereundercontemplated by this Agreement. Each of this This Agreement and the Warrant has been duly authorized, executed and delivered on behalf by an authorized officer of the Company and constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ ' rights generally generally, and (iib) as limited by equitable principles generally. The person executing this Agreement and the Warrant generally (regardless of whether such enforceability is considered a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrantproceeding 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 each of this Agreement and the WarrantAgreement, to sell and issue the Securities Shares and the Warrants and to carry out and perform all of its obligations hereunder under and thereundercontemplated by this Agreement. Each of this This Agreement and the Warrant has been duly authorized, executed exe cuted and delivered on behalf by an authorized officer of the Company and constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and (ii) as limited by equitable principles generally. The person executing this Agreement and the Warrant is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrant.

Corporate Power; Authorization. The Company has all requisite full corporate power and has taken all requisite corporate action authority to execute and deliver each of this Agreement and the WarrantRegistration Rights Agreement (the Registration Rights Agreement, collectively with the Agreement, the “Transaction Documents”), and to issue, sell and issue deliver the Securities and to carry out and perform all of its obligations hereunder and thereunderShares. Each of this Agreement and the Warrant Transaction Document has been duly authorized, executed and delivered on behalf of by the Company and Company. Each Transaction Document constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and generally, (ii) as limited by equitable principles generally. The person executing this Agreement , including any specific performance and (iii) with respect to the Warrant is a duly authorized officer of the Company with all necessary legal authority Registration Rights Agreement, as rights to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrantindemnity or contribution may be limited by state or federal laws or public policy underlying such laws.

Corporate Power; Authorization. The Company has all requisite corporate power power, and has taken all requisite corporate action action, to execute and deliver each of this Agreement Agreement, the Warrant and the WarrantRegistration Rights Agreement (collectively, to the “Transaction Documents”), sell and issue the Securities and to carry out and perform all of its obligations hereunder and thereunderunder the Transaction Documents. Each of this Agreement and the Warrant has been duly authorized, executed and delivered on behalf of the Company and Transaction Document constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and generally, (ii) as limited by equitable principles generally. The person executing this Agreement , including any specific performance and (iii) with respect to the Warrant is a duly authorized officer of the Company with all necessary legal authority Registration Rights Agreement, as rights to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrantindemnity or contribution may be limited by state or federal laws or public policy underlying such laws.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this Agreement and the WarrantLicense Agreement, to sell and issue the Securities and to carry out and perform all of its obligations hereunder and thereunder. Each of this Agreement and the Warrant License Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ ' rights generally and (ii) as limited by equitable principles generally. The person executing this Agreement consummation of the transactions contemplated herein and the Warrant is a duly authorized officer fulfillment of the Company with all necessary legal authority to bind terms herein will not result in a breach of any of the Company generally and with terms or provisions of the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the WarrantCompany's Certificate of Incorporation or by-laws.

Corporate Power; Authorization. The Company has all requisite corporate power power, and has taken all requisite corporate action action, to execute and deliver each of this Agreement Agreement, and the WarrantRegistration Rights Agreement (as defined below and collectively, to the “Transaction Documents”), sell and issue the Securities Shares and to carry out and perform all of its obligations hereunder and thereunderunder the Transaction Documents. Each of this Agreement and the Warrant has been duly authorized, executed and delivered on behalf of the Company and Transaction Document constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and generally, (ii) as limited by equitable principles generally. The person executing this Agreement , including any specific performance and (iii) with respect to the Warrant is a duly authorized officer of the Company with all necessary legal authority Registration Rights Agreement, as rights to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrantindemnity or contribution may be limited by state or federal laws or public policy underlying such laws.