Common use of Organization and Corporate Power Clause in Contracts

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Registration Rights Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Warrant Right Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Letter Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Registration Rights Agreement.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and each of the Warrant AgreementTransaction Documents to which the Company is a party.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companyqualify. The Company possesses has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted and presently proposed to be conducted, and all requisite corporate power and authority to carry out the transactions contemplated by this Agreement and Agreement, including, without limitation, the Warrant AgreementRights Offering.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companycorporation. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Private Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Director Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has the absolute and is qualified unrestricted right, power and authority to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets perform its obligations under this Agreement. The copies of the Company. The Company possesses ’s certificate of incorporation and bylaws which have been furnished to the Investor’s counsel reflect all requisite corporate power and authority necessary amendments made thereto at any time prior to carry out the transactions contemplated by date of this Agreement and the Warrant Agreementare correct and complete.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all the requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets Delaware. Each of the Company. The Company possesses and its subsidiary has all requisite corporate power and authority necessary to carry out the transactions contemplated by each of this Agreement Agreement, the Merger Documents and the Warrant AgreementAncillary Documents to which it is a party.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companyqualify. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation company duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation an exempted company duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Advisor Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite corporate power to own its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in every each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on nature of its business or the financial condition, operating results ownership or assets leasing of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits properties makes such license or qualification necessary.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Warrant Rights Agreement.

Organization and Corporate Power. The Company is a corporation corporation, which is duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companyqualify. The Company possesses has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted and presently proposed to be conducted, and all requisite power and authority to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every California, which is the only jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyCompany (a “Company Material Adverse Effect”). The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. Company is duly qualified to do business as a foreign corporation and is in every jurisdiction good standing in which all jurisdictions where the failure to so qualify or be in good standing would reasonably be expected to have result in a material adverse effect on the financial condition, operating results or assets of the CompanyCompany Material Adverse Effect. The Company possesses all requisite has full corporate power and authority necessary to carry out execute, deliver and perform this Agreement, the Related Agreements and all other instruments, agreements, certificates and documents contemplated hereby and thereby, and to consummate the transactions contemplated by this Agreement and the Warrant Agreementhereby.

Organization and Corporate Power. The Company is a Delaware corporation duly organized, incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement on its business as presently conducted and the Warrant Agreementas proposed to be conducted. The Company has no subsidiaries.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Sponsor Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite legal and corporate power to execute and authority necessary deliver this Agreement and to carry out and perform its obligations under the transactions contemplated by terms of this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware limited liability company and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate limited liability power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to enter into this Agreement and to carry out the transactions contemplated by this Agreement and the Warrant Agreement.The Company has no subsidiaries.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would might reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets, operations or assets business prospects of the Company. The Company possesses has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite power (corporate power or otherwise) and authority necessary to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under and carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a Delaware public benefit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, is qualified to do business in every the state of its incorporation, and is qualified as a foreign corporation in any jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on nature of property owned or leased by it or the financial condition, operating results or assets conduct of the Companyits business requires such qualification. The Company possesses has all requisite corporate power and authority necessary to own and operate its properties and to carry out the transactions contemplated by this Agreement on its business as now conducted and the Warrant Agreementas presently proposed to be conducted.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companyqualify. The Company possesses has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and (including without limitation, the Warrant AgreementRights Offering).

Organization and Corporate Power. The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry out on its businesses as currently conducted and currently contemplated to be conducted. The Company is duly qualified or licensed to do business in each jurisdiction where the transactions contemplated actions required to be performed by this Agreement and the Warrant Agreementit hereunder make such qualification or licensing necessary, except in those jurisdictions where failure to be so licensed or qualified would not result in a Company Material Adverse Effect.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses all requisite has the corporate power and authority necessary (i) to own and hold its properties and carry out the transactions contemplated by on its business as currently conducted and (ii) to execute, deliver and perform this Agreement and the Warrant AgreementNote.

Organization and Corporate Power. The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which has the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by execute, deliver and perform this Agreement and to issue, sell and deliver the Warrant AgreementCommon Stock.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets or assets operations or business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits Subsidiaries taken as a whole.

Organization and Corporate Power. The Company is a Delaware corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out its business as presently conducted and as proposed to be conducted, including, without limitation, the transactions contemplated by this Agreement and the Warrant Agreement. The Company has no subsidiaries.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companyqualify. The Company possesses has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted and presently proposed to be conducted, and all requisite corporate power and authority to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and is duly qualified as a foreign corporation to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets Material Adverse Effect. The copies of the Company. The Company possesses ’s and each Subsidiary’s Organizational Documents which have been furnished to Purchaser reflect all requisite corporate power and authority necessary amendments made thereto at any time prior to carry out the transactions contemplated by date of this Agreement and the Warrant Agreementare correct and complete.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets, operations or assets business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits Subsidiaries taken as a whole.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses has 2 all requisite corporate power and authority necessary to carry out the transactions contemplated by execute, deliver and perform this Agreement and to issue, sell and deliver the Warrant AgreementShares hereunder.

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Stockholders Agreement and the Warrant AgreementRegistration Agreement (the "Investment Agreements"). The copies of the --------------------- Company's Certificate of Incorporation and Bylaws which have been furnished to Executive's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companyqualify. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions trans actions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and is duly qualified as a foreign corporation to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets Material Adverse Effect. The copies of the Company. The Company possesses ’s and each Subsidiary’s Organizational Documents which have been furnished to each Purchaser reflect all requisite corporate power and authority necessary amendments made thereto at any time prior to carry out the transactions contemplated by date of this Agreement and the Warrant Agreementare correct and complete.

Organization and Corporate Power. The Company is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets or assets operations or business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits Subsidiaries taken as a whole.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets, operations or assets business prospects of the Company. The Company possesses has all requisite corporate power and authority necessary to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to do so or qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and the Company has all requisite corporate power and authority and all Permits necessary to own and operate its properties and to carry on its businesses as now conducted, except where the failure to hold such Permits would not have a Material Adverse Effect. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualify qualified would reasonably be expected to not have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant AgreementMaterial Adverse Effect.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by execute, deliver and perform this Agreement and to issue, sell and deliver the Warrant AgreementShares hereunder.

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.the

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets, operations or assets business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits subsidiaries taken as a whole.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and the Company has all requisite corporate power and authority and all Permits necessary to own and operate its properties and to carry on its businesses as now conducted, except where the failure to hold such Permits would not be material to the Business. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it to qualify, except in each such case where the failure to be so qualify qualified would reasonably not be expected material to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant AgreementBusiness.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and the Company has all requisite corporate power and authority and all material authorizations, licenses and permits necessary to own and operate its properties and to carry on its businesses as now conducted. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its businesses as now conducted requires it to qualify, except where the failure to be so qualify qualified would reasonably be expected to not have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant AgreementMaterial Adverse Effect.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power pxxx r and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses has all requisite corporate power and authority and all authorizations, licenses and permits necessary to own and operate its properties and to carry out on its businesses as now conducted, except where the transactions contemplated by this Agreement failure to hold such authorizations, licenses and permits would not have a Material Adverse Effect. The Company has made available to Buyer complete and correct copies of the Warrant Agreementcertificate of incorporation, by-laws and minute books, each as currently in effect, of the Company.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite power (corporate power or otherwise) and authority necessary to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under and carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified or licensed to do business and is in good standing in every jurisdiction in which where the nature of its business or the ownership of its properties requires it to be so qualified or licensed and where the failure to be so qualify qualified or licensed would reasonably be expected to have a material adverse effect on the business prospects, financial condition, operating results results, assets or assets operations of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.its subsidiaries taken as

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite required corporate power and authority necessary to carry out the transactions contemplated by execute and perform this Agreement and the Warrant AgreementTransaction Documents.

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and to carry on its business as presently conducted. The Company is duly licensed or qualified to do business as a foreign corporation in every each jurisdiction in which where the failure to so qualify absence of such license or qualification, if required, would reasonably be expected to have a material adverse effect on the business, condition (financial conditionor other), operating results assets, properties or assets operations of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry out on its businesses as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing (or its equivalent) in every jurisdiction in which its ownership of property or the transactions contemplated by this Agreement conduct of business as now conducted requires it to qualify, except where the failure to be so qualified would not be material to the Company and the Warrant Agreementits Subsidiaries, taken as a whole.

Organization and Corporate Power. The Company is a corporation -------------------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Purchase Agreements, the Stockholders Agreement and the Warrant AgreementRegistration Agreement (the "Investment Agreements"). The copies of the Company's Certificate of ---------------------- Incorporation and Bylaws which have been furnished to Purchaser's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Purchase Agreements, the Stockholders Agreement and the Warrant Agreement.Registration Agreement (the "Investment ---------- Agreements"

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets, operations or assets business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits Subsidiaries, taken as a whole.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business as a foreign corporation in every each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results nature of its business or assets of the Companyrequires such qualification. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by execute, deliver, and perform its obligations under, this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyCompany (a “Company Material Adverse Effect”). The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets, operations or assets business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits Subsidiaries taken as a whole.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by own its properties, to enter into this Agreement and perform its obligations hereunder and, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the Warrant Agreementcharacter of the properties it owns, operates or leases or the nature of its activities make such qualification necessary, except where failure to be so qualified or failure to be in good standing would not have a Material Adverse Effect.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite required corporate power and authority necessary to own its property, to carry on its business as presently conducted, to enter into and perform this Agreement and generally to carry out the transactions contemplated hereby. The copies of the Certificate of Incorporation and By-laws of the Company, as amended to date, which have been furnished to counsel for the Investor by this Agreement the Company, are correct and complete at the Warrant Agreementdate hereof.

Organization and Corporate Power. The Company company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Purchase Agreements, the Stockholders Agreement and the Warrant Agreement.Registration Agreement (the "Investment ---------- Agreements"

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure nature of its business or its ownership of property requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets qualified. Schedule 3.1 lists all of the Companyjurisdictions in which the Company is qualified to do business as a foreign company. The Company possesses all requisite corporate has full power and authority and all licenses, permits and authorizations necessary to carry out the transactions contemplated by this Agreement own, lease and the Warrant Agreementoperate its properties and business and to conduct its business.

Organization and Corporate Power. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite required corporate power and authority necessary to carry out the transactions contemplated by enter into and perform its obligations under this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and the Company has all requisite corporate power and authority and all authorizations, necessary to enter into this Agreement and perform its obligations hereunder and to own, lease and operate its properties and to carry on the Business. The Company is qualified to do business in every jurisdiction in which its ownership of property or the conduct of the Business requires it to qualify, except where the failure to be so qualify qualified would reasonably be expected to not have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant AgreementMaterial Adverse Effect.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which has the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.all authorizations, licenses, permits

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to enter into this Agreement and to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets or assets operations or business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits Subsidiaries taken as a whole.

Organization and Corporate Power. The Company is a -------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Purchase Agreements, the Stockholders Agreement and the Warrant AgreementRegistration - 3 - Agreement (the "Investment Agreements"). The copies of the --------------------- Company's Certificate of Incorporation and Bylaws which have been furnished to Purchaser's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business as a foreign corporation in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets each of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement Commonwealth of Massachusetts and the Warrant Agreement.State of

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Purchase Agreements, the Stockholders Agreement and the Warrant AgreementRegistration Agreement (the "Investment Agreements"). The copies of the Company's Certificate --------------------- of Incorporation and Bylaws which have been furnished to Purchaser's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

Organization and Corporate Power. The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company Sponsor possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify has had or would reasonably be expected to have a material adverse effect on the financial condition, operating results results, assets, operations or assets business prospects of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreementits Subsidiaries taken as a whole.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and the Company has all requisite corporate power and authority and all material Permits necessary to own and operate its properties and to carry on its businesses as now conducted. The Company is qualified to do business in every jurisdiction in which its ownership or use of property or the conduct of business as now conducted requires it to qualify, except where the failure to be so qualify qualified would reasonably be expected to not have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant AgreementMaterial Adverse Effect.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite required corporate power and authority necessary to carry on its business as presently conducted, to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement hereby, including the issuance and sale of the Warrant AgreementShares.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure its ownership of property or conduct of business requires it to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Companyqualify. The Company possesses has all requisite corporate power and authority and, all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organizedDelaware corporation, validly existing and in good standing under the laws of the State of Delaware Delaware, and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly -------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated contem- plated by this Agreement, the Stockholders Agreement and the Registration Agreement (the "Investment Agreements"). The copies of the Company's Certificate --------------------- of Incorporation and Bylaws which have been furnished to Executive's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and the Warrant Agreementare correct and complete.

Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Amended and Restated Agreement and the Warrant Agreement.

Organization and Corporate Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses all requisite has the corporate power and authority necessary to own and hold its properties, to carry out on its business as currently conducted and to execute, deliver and perform this Agreement. The Company has the transactions contemplated by this Agreement corporate power and authority to issue, sell and deliver the Warrant AgreementSeries D Preferred Stock to the Holders.

Organization and Corporate Power. The Company is a -------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the CompanyDelaware. The Company possesses has all requisite corporate power and authority necessary to carry out the transactions contemplated contem- plated by this Agreement, the Stockholders Agreement and the Registration Agreement (the "Investment Agreements"). The copies of the Company's --------------------- Certificate of Incorporation and Bylaws which have been furnished to Executive's counsel reflect all amendments made thereto at any time prior to the date of this Agreement and the Warrant Agreementare correct and complete.