Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to own and use its properties and its assets and conduct its business as currently conducted. Each of the Company’s subsidiaries (the “Subsidiaries”) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate power and authority to own and use its properties and assets and to conduct its business as currently conducted. Neither the Company, nor any of its Subsidiaries is in violation of any of the provisions of their respective articles of incorporation, by-laws or organizationother organizational or charter documents (as defined below). Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any Subscription Documentof the Securities and/or this Agreement, (ii) a material adverse effect on the results of operations, assets, business or financial condition of the Company and the or its Subsidiaries, taken as a whole, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i)this Agreement, (ii) or (iii), a “Material Adverse Effect”)the Warrants and the Notes.

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado and has full corporate power and authority to own and use its properties and its assets and conduct its business as currently conducted. Each of the Company’s subsidiaries (the “Subsidiaries”) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate power and authority to own and use its properties and assets and to conduct its business as currently conducted. Neither the Company, nor any of its Subsidiaries is in violation of any of the provisions of their respective articles of incorporation, by-laws or organizationother organizational or charter documents, including, but not limited to the Charter Documents (as defined below). Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any Subscription Documentof the Securities and/or this Agreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of the Company and the its Subsidiaries, taken as a whole, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document the Transaction Documents (as defined below) (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization. Each of the Company Delaware and its Subsidiaries has the requisite full corporate power and authority to own and operate use its properties and its assets and to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company and each has no subsidiary. The Company is not in violation of any of the provisions of its Subsidiaries organizational or charter documents, including, but not limited to the Charter Documents (as defined below). The Company is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any Subscription Documentof the Shares and/or this Agreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of Company and the SubsidiariesCompany, taken as a whole, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document the Transaction Documents (as defined below) (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries the Guarantors has been (as defined belowi) duly organized and is a corporation or limited liability company duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company jurisdiction, with power and its Subsidiaries has the requisite authority (corporate power and other) to own and operate its properties and assets and to carry on conduct its business as now conducted described in the documents filed or furnished by the Company (the “Public Filings”) with the Securities and as proposed Exchange Commission (the “Commission”) prior to be conducted. The Company the date of this Agreement, and each of its Subsidiaries is (ii) duly qualified and is authorized to do as a foreign corporation for the transaction of business and is in good standing as a foreign corporation in all jurisdictions (or the applicable equivalent thereof, if applicable) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the nature case of its activities and of its properties this clause (both owned and leased) makes such qualification necessaryii), except where the failure to be so qualified or in good standingstanding would not, as individually or in the case may beaggregate, would not have or reasonably be expected to result in (i) have a material adverse effect on (A) the legalitybusiness, validity or enforceability of any Subscription Documentproperties, (ii) a material adverse effect on the results of operationsfinancial condition, assets, business liabilities, prospects or financial condition results of operations of the Company and the SubsidiariesGuarantors, taken as a whole, whole or (iiiB) adversely impair the Company’s ability of the Company to perform in any material respect on a timely basis its obligations under any Subscription Document comply with this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to own and use its properties and its assets and conduct its business as currently conducted. Each of the Company’s subsidiaries (the “Subsidiaries”) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate power and authority to own and use its properties and assets and to conduct its business as currently conducted. Neither the Company, nor any of its Subsidiaries is in violation of any of the provisions of their respective articles of incorporation, by-laws or organizationother organizational or charter documents, including, but not limited to the Charter Documents (as defined below). Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any Subscription Documentof the Shares and/or this Agreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of the Company and the its Subsidiaries, taken as a whole, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization. Each of the Company Delaware and its Subsidiaries has the requisite full corporate power and authority to own and operate use its properties and its assets and to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company and each is not in violation of its Subsidiaries any of the provisions of their respective articles of incorporation, by-laws or other organizational or charter documents, including, but not limited to the Charter Documents (as defined below). The Company is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any Subscription Documentof the Subject Shares and/or this Agreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of Company and the Subsidiaries, taken as a wholeCompany, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company legal entity duly organized, validly existing and in good standing or is subsisting (with respect to jurisdictions that recognize the concept of good standing or subsisting) under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization. Each of the Company organization and its Subsidiaries has the requisite corporate or similar power and authority to own own, lease and operate its properties and assets and to carry on its business as now presently conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing or subsisting (with respect to jurisdictions that recognize the concept of good standing or subsisting) as a foreign corporation or other legal entity in all jurisdictions in which each jurisdiction where the nature ownership, leasing or operation of its activities and assets or properties or the conduct of its properties (both owned and leased) makes business as presently conducted requires such qualification necessaryqualification, except where (i) the failure of any of the Company’s Subsidiaries to be so organized, existing, qualified or in good standingstanding or to have such power or authority or (ii) the failure of the Company to be so qualified, be in good standing as the case may be, a foreign corporation or have such authority has not had or would not have or reasonably be expected to result have, individually or in (i) the aggregate, a material adverse Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company’s articles of incorporation and bylaws, each as amended to the date of this Agreement, and each as so made available is in full force and effect on the legality, validity or enforceability date of any Subscription Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”)this Agreement.

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization. Each of the Company and its Subsidiaries has Delaware, with the requisite corporate power and authority to own and operate use its properties and assets and to carry on its business as now conducted and as proposed to be currently conducted. The Company and each is not in violation of any of the provisions of its Subsidiaries Restated Certificate of Incorporation (“Charter”) or bylaws (“Bylaws”). The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have could not, individually or reasonably be expected to result in the aggregate: (i) a material adverse effect on adversely affect the legality, validity or enforceability of any Subscription Documentthis Agreement, (ii) have or result in or be reasonably likely to have or result in a material adverse effect on the results of operations, assets, business business, prospects or condition (financial condition or otherwise) of Company and the SubsidiariesCompany, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect fully on a timely basis its obligations under any Subscription Document this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company NVOS and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company NVOS and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company NVOS and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Companyany Company Group Party’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company Ethema and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company Ethema and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company Ethema and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company Ethema and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization. Each of the Company Delaware and its Subsidiaries has the requisite full corporate power and authority to own and operate use its properties and its assets and to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company and each is not in violation of its Subsidiaries any of the provisions of their respective articles of incorporation, by-laws or other organizational or charter documents, including, but not limited to the Charter Documents (as defined below). The Company is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any Subscription Documentof the Equity Securities and/or this Agreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of Company and the Subsidiaries, taken as a wholeCompany, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription DocumentDocument (as defined below), (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).Material

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries (as defined below) subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization. Each of the Company and its Subsidiaries has the all requisite corporate power and authority to own and operate its properties property and assets and to carry on its business as now conducted and as proposed to be conductedbusiness. The Company and each of its Subsidiaries is subsidiary are duly qualified and is authorized to do transact business and is are in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes where such qualification necessaryis required, except where the failure for such failures to be so qualified or in good standingstanding as would not, as individually or in the case may beaggregate, would not have a Material Adverse Effect on the Company or reasonably be expected to result in its subsidiary. For purposes of this Agreement, a "Material Adverse Effect" or a "Material Adverse Change" shall mean (i) any change in, or effect on, a material specified entity that is, or is reasonably likely to be, materially adverse effect on to the legalitycondition (financial or other), validity or enforceability of any Subscription Documentbusiness, (ii) a material adverse effect on the results of operations, prospects, assets, business liabilities or financial condition operations of Company and the Subsidiaries, taken as a wholeentity or on the ability of the entity to consummate any of the transactions contemplated hereby, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) any event or (iii)condition that would, with or without the passage of time, constitute a “"Material Adverse Effect”)" or a "Material Adverse Change" as defined in clause (i) above. The copies of the Certificate of Incorporation and Bylaws of the Company, as amended to date, have been furnished to each Purchaser by the Company and are correct and complete as so furnished.

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets asses and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to own and use its properties and its assets and conduct its business as currently conducted. Each of the Company’s subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate power and authority to own and use its properties and assets and to conduct its business as currently conducted. Neither the Company, nor any of its Subsidiaries is in violation of any of the provisions of their respective articles of incorporation, by-laws or organizationother organizational or charter documents, including, but not limited to the Charter Documents (as defined below). Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any Subscription Documentof the Securities and/or this Agreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of the Company and the its Subsidiaries, taken as a whole, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document the Transaction Documents (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries direct and indirect subsidiaries (as defined belowcollectively, the “Subsidiaries”) is a corporation or limited liability company duly organizedincorporated, validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization. Each of the Company in which it is incorporated, and its Subsidiaries has the all requisite corporate power and authority to own and operate its properties and assets and assets, to carry on its business as now presently conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the for those jurisdictions in which failure to be do so qualified or in good standing, as the case may be, would not have or reasonably be expected to result have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to (i) a material adverse effect on the legality, validity or enforceability any of any Subscription Documentthe Transaction Documents or the Securities, (ii) a material adverse effect on the results ability of operations, assets, business or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (this Agreement or any of (i), (ii) the other Transaction Documents or (iii)) the business, operations, assets, properties, prospects, reputation, financial condition or results of operations of the Company and its Subsidiaries, taken as a “Material Adverse Effect”)whole.

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Subscription DocumentDocument (as defined below), (ii) a material adverse effect on the results of operations, assets, business or financial condition of Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries direct and indirect subsidiaries (as defined belowcollectively, the “Subsidiaries”) is a corporation or limited liability company duly organizedincorporated, validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization. Each of the Company in which it is incorporated, and its Subsidiaries has the all requisite corporate power and authority to own and operate its properties and assets and assets, to carry on its business as now conducted and as proposed to be presently conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the for those jurisdictions in which failure to be do so qualified or in good standing, as the case may be, would not have or reasonably be expected to result have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to (i) a material adverse effect on the legality, validity or enforceability any of any Subscription Documentthe Transaction Documents or the Securities, (ii) a material adverse effect on the results ability of operations, assets, business or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (this Agreement or any of (i), (ii) the other Transaction Documents or (iii)) the business, operations, assets, properties, prospects, reputation, financial condition or results of operations of the Company and its Subsidiaries, taken as a “Material Adverse Effect”)whole.

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization. Each of the Company Florida and its Subsidiaries has the requisite full corporate power and authority to own and operate use its properties and its assets and to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company and each is not in violation of its Subsidiaries any of the provisions of their respective articles of incorporation, by-laws or other organizational or charter documents, including, but not limited to the Charter Documents (as defined below). The Company is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect: (i) a material adverse effect on the legality, validity or enforceability of any of the Securities and/or this Subscription Document, Agreement; (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of the Company and the its Subsidiaries, taken as a whole, ; or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document the Offering Materials (as defined below) (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries (as defined below) subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its the jurisdiction of its incorporation or organization. Each of the Company and its Subsidiaries has the all requisite corporate power and authority to own and operate its properties property and assets and to carry on its business as now conducted and as proposed to be conductedbusiness. The Company and each of its Subsidiaries is subsidiary are duly qualified and is authorized to do transact business and is are in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes where such qualification necessaryis required, except where the failure for such failures to be so qualified or in good standingstanding as would not, as individually or in the case may beaggregate, would not have a Material Adverse Effect on the Company or reasonably be expected to result in its subsidiary. For purposes of this Agreement, a "Material Adverse Effect" or a "Material Adverse Change" shall mean (i) any change in, or effect on, a material specified entity that is, or is reasonably likely to be, materially adverse effect on to the legalitycondition (financial or other), validity or enforceability of any Subscription Documentbusiness, (ii) a material adverse effect on the results of operations, prospects, assets, business liabilities or financial condition operations of Company and the Subsidiaries, taken as a wholeentity or on the ability of the entity to consummate any of the transactions contemplated hereby, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (any of (i), (ii) any event or (iii)condition that would, with or without the passage of time, constitute a “"Material Adverse Effect”)." or a "Material Adverse Change" as defined in clause (i) above. The copies of the Certificate of Incorporation and Bylaws of the Company, as amended to date, have been furnished to each Purchaser by the Company and are correct and complete as so furnished. 2.2

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization. Each of the Company Nevada and its Subsidiaries has the requisite full corporate power and authority to own and operate use its properties and its assets and to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company and each is not in violation of its Subsidiaries any of the provisions of their respective articles of incorporation, by-laws or other organizational or charter documents, including, but not limited to the Charter Documents (as defined below). The Company is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any of the Securities and/or this Subscription DocumentAgreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of the Company and the its Subsidiaries, taken as a whole, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document the Offering Materials (as defined below) (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries direct and indirect subsidiaries (as defined belowcollectively, the “Subsidiaries”) is a corporation or limited liability company duly organizedincorporated, validly existing and in good standing under the laws of its the jurisdiction of incorporation or organization. Each of the Company in which it is incorporated, and its Subsidiaries has the all requisite corporate power and authority to own and operate its properties and assets and assets, to carry on its business as now presently conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the for those jurisdictions in which failure to be do so qualified or in good standing, as the case may be, would not have or reasonably be expected to result have a Material Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” means any effect which, individually or in the aggregate with all other effects, reasonably would be expected to be materially adverse to (i) a material adverse effect on the legality, validity or enforceability any of any Subscription Documentthe Transaction Documents or the Securities, (ii) a material adverse effect on the results ability of operations, assets, business or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) adversely impair the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document (this Agreement or any of (i), (ii) the other Transaction Documents or (iii)) the business, operations, assets, properties, prospects, reputation, financial condition or results of operations of the Company and its Subsidies, taken as a “Material Adverse Effect”)whole.

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries (as defined below) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization. Each of the Company Florida and its Subsidiaries has the requisite full corporate power and authority to own and operate use its properties and its assets and to carry on conduct its business as now conducted and as proposed to be currently conducted. The Company and each is not in violation of its Subsidiaries any of the provisions of their respective articles of incorporation, by-laws or other organizational or charter documents, including, but not limited to the Charter Documents (as defined below). The Company is duly qualified and is authorized to do conduct business and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its activities and of its properties (both the business conducted or property owned and leased) by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a direct and/or indirect (i) a material adverse effect on the legality, validity or enforceability of any of the Common Stock and/or this Subscription DocumentAgreement, (ii) a material adverse effect on the results of operations, assets, business business, condition (financial and other) or financial condition prospects of the Company and the its Subsidiaries, taken as a whole, or (iii) adversely impair material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Subscription Document the Offering Materials (as defined below) (any of (i), (ii) or (iii), a “Material Adverse Effect”).