Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed, qualified or in good standing would not result in a Material Adverse Change. The Company has full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement and each of the other Transaction Documents, to issue, sell and deliver the Shares and the Warrant, to issue and deliver the Warrant Shares upon exercise of the Warrant, and to issue and deliver the shares of Common Stock issuable upon conversion of the Shares and the Warrant Shares (collectively, the “Preferred Stock Conversion Shares”).

Organization, Qualifications and Corporate Power. (ai) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company Colorado and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensedof which would have a material adverse effect on the business, qualified operations, properties or in good standing would not result in a Material Adverse Changecondition (financial or otherwise) of the Company. The Company has full the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, and its obligations under the Debentures, the Warrants, and the Registration Rights Agreement and each of (collectively, the other "Transaction Documents"), to issue, sell and deliver the Shares Debentures and the Warrant, to issue and deliver the Warrant Shares upon exercise of the Warrant, Warrants and to issue and deliver the shares of Common Stock issuable upon conversion of the Shares Debenture and upon exercise of the Warrant Shares Warrants (collectively, the “Preferred Stock "Conversion Shares”").

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareNevada. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed, qualified or in good standing would not result in a Material Adverse Change. The Company has full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement and each of the other Transaction Documents, to issue, sell and deliver the Shares and (subject to the Warrant, to issue and deliver the Warrant Shares upon exercise requisite shareholder approval of the WarrantRestated Articles), and to issue and deliver the shares of Common Stock issuable upon conversion of the Shares and the Warrant Shares (collectively, the “Preferred Stock Conversion Shares”).

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareNevada. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed, qualified or in good standing would not result in a Material Adverse Change. The Company has full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement and each of the other Transaction Documents, to issue, sell and deliver the Shares and the Warrant, to issue and deliver the Warrant Shares upon exercise of the Warrant, and to issue and deliver the shares of Common Stock issuable upon conversion of the Shares and the Warrant Shares (collectively, the “Preferred Stock Conversion Shares”).

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed, licensed or qualified does not have a material adverse effect on the Company's business or in good standing would not result in a Material Adverse Changefinancial condition. The Company has full the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement and each of the other Transaction DocumentsAgreement, to issue, sell and deliver the Shares Notes and the Warrant, to issue and deliver the Warrant Shares upon exercise of the Warrant, Warrants and to issue and deliver the shares of Common Stock issuable upon conversion of the Shares and Company upon exercise of the Warrants (the "Warrant Shares (collectively, the “Preferred Stock Conversion Shares”").

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company Nevada and, except as set forth in Section 2.1 of the Disclosure Letter, is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed, qualified or in good standing would not result in a Material Adverse Change. The Company and each of its Subsidiaries has full the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Security Agreement, the IP Security Agreement, the Registration Rights Agreement, and each of any other agreements contemplated or necessitated hereby to which it is a party (collectively, the other “Transaction Documents, ”). The Company has the corporate power and authority to issue, sell and deliver the Shares and the WarrantClosing Securities, to issue and deliver the Warrant Shares upon exercise of the Warrant, and to issue and deliver the shares of Common Stock issuable upon conversion of the Shares and the Warrant Shares Notes (collectively, the “Preferred Note Shares”) and to issue and deliver the shares of Common Stock Conversion issuable upon exercise of the Warrants (the “Warrant Shares”).