Common use of Requisite Power and Authorization Clause in Contracts

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the issuance of the Securities. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all corporate action of the Company required for the execution and delivery of this Agreement and the Warrants and issuance and delivery of the Securities has been duly and effectively taken, and no further actions, authorizations or consents, including, without limitation, any consents of the stockholders of the Company, are required. Each of this Agreement and the Warrants constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this Agreement may be limited by law. The Shares, when issued, delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, delivered and paid for in compliance with the provisions of this Agreement and the Warrants will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second Closing.

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the issuance and delivery of the Securities. Except for approval by Shares and the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second ClosingWarrant, all corporate action of the Company required for the execution and delivery of this Agreement and the Warrants and issuance and delivery of the Securities has Shares and the Warrant have been duly and effectively taken, taken and no further actions, authorizations or consents, including, including without limitation, limitation any consents of the stockholders shareholders of the Company, are required. Each of this Agreement and the Warrants Warrant constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting 3 enforcement of creditor's rights, rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this Agreement may be limited by lawremedies. The Shares, when issued, issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, issued and delivered and paid for in compliance with the provisions of this Agreement and the Warrants Warrant, as the case may be, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. Assuming the truth and accuracy of the representations and warranties of the Investor contained in this Agreement at the time of each respective issuance, each of the Shares and the Warrant Shares will be issued in compliance with Federal and state securities laws. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement attached hereto as Exhibit B (the "Registration Rights Agreement") and the Warrants (collectively, the "Transaction Documents") and to perform its obligations hereunderunder each of the Transaction Documents, including without limitation the issuance of the SecuritiesSecurities hereunder. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all All corporate action of the Company required for the execution and delivery of this Agreement the Transaction Documents and the Warrants and issuance and delivery of the Securities has been duly and effectively taken, and and, except as set forth on Schedule 3(g), no further actions, authorizations or consents, including, without limitation, any consents of the stockholders of the Company, are required. Each of this Agreement and the Warrants Transaction Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this the Registration Rights Agreement may be limited by law. The Shares, when issued, delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, delivered and paid for in compliance with the provisions of this Agreement and the Warrants will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.

Requisite Power and Authorization. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including without limitation the issuance and delivery of the Securities. Except for approval by Shares and the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second ClosingWarrants, all corporate action of the Company required for the execution and delivery of this Agreement and the Warrants and issuance and delivery of the Securities has Shares and the Warrants have been duly and effectively taken, taken and no further actions, authorizations or consents, including, including without limitation, limitation by any consents of the stockholders shareholders of the Company, are required. Each of this Agreement and the Warrants constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this Agreement may be limited by lawremedies. The Shares, when issued, issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, issued and delivered and paid for in compliance with the provisions of this Agreement and the Warrants Warrants, as the case may be, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. Assuming the truth and accuracy of the representations and warranties of the Investors contained in this Agreement, at the time of each respective issuance, each of the Shares and the Warrant Shares will be issued in compliance with Federal and state securities laws. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.

Requisite Power and Authorization. The Subject to receipt of stockholder approval to increase the Company's share capital as provided in Section 5(a)(i) below (the "Stockholder Approval") and the filing of an amendment (the "Amendment") to the Company's Restated Certificate of Incorporation, as amended (the "Restated Certificate") to effect such increase, the Company has will have all necessary corporate power and authority under the laws of the State of Delaware and all other applicable provisions of law to execute and deliver this Agreement, to issue the Shares, the shares of Common Stock issuable upon conversion of the Shares (the "Conversion Shares"), the Warrants and the Warrant Shares and to carry out the provisions of this Agreement and to perform its obligations hereunder, including without limitation the issuance of the SecuritiesWarrants. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all All corporate action on the part of the Company required for the lawful execution and delivery of this Agreement and the Warrants Agreement, and issuance and delivery of the Securities Shares, the Conversion Shares, the Warrants and the Warrant Shares has been duly and effectively taken, and no further actions, authorizations or consents, including, without limitation, any consents subject to receipt of the stockholders Stockholder Approval and the filing of the CompanyAmendment. Upon execution and delivery, are required. Each of this Agreement and the Warrants constitutes the constitute valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this Agreement may be limited by lawinsolvency and similar laws affecting the enforcement of creditors' rights generally and equitable remedies. The Shares, Shares and the Warrants (and the Warrant Shares issuable upon exercise of the Warrants) when issued, delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, delivered and paid for issued in compliance with the provisions of this Agreement or the Warrants, as the case may be, and the Warrants will Conversion Shares when issued in accordance with the Restated Certificate, will, upon receipt of the Stockholder Approval and the filing of the Amendment, be duly authorized and validly issued, fully paid and paid, non-assessable, free and clear issued in compliance with federal securities laws and the securities laws of the State of California. No stockholder of the Company or other person has any and all lienspreemptive right of subscription or purchase or contractual right of first refusal or similar right with respect to the Shares, chargesthe Conversion Shares, claims the Warrants or encumbrancesthe Warrant Shares. The Company has reserved a sufficient reserved, subject to receipt of the Stockholder Approval and the filing of the Amendment, such number of shares of its Common Stock necessary for issuance of the Warrant Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingConversion Shares.

Requisite Power and Authorization. The Company has all necessary --------------------------------- corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Warrants (collectively, the "Transaction ----------- Documents") and to perform its obligations hereunderunder each of the Transaction --------- Documents, including without limitation the issuance of the SecuritiesSecurities hereunder. Except for approval by the stockholders of the Company of the Amendment (as defined in Section 5(k) below), which approval will be required prior to the Second Closing, all All corporate action of the Company required for the execution and delivery of this Agreement the Transaction Documents and the Warrants and issuance and delivery of the Securities has been duly and effectively taken, and no further actions, authorizations or consents, including, without limitation, any consents of the stockholders of the Company, are required. Each of this Agreement and the Warrants Transaction Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditor's rights, (ii) as limited by general principles of equity that restrict the availability of equitable remedies and (iii) as the indemnity provisions of Section 4(f) of this the Registration Rights Agreement may be limited by law. The Shares, when issued, delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares, if and when issued, delivered and paid for in compliance with the provisions of this Agreement and the Warrants Warrants, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Company has reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the First Closing and, prior to the Second Closing, will have reserved a sufficient number of shares of Common Stock necessary for issuance of the Shares and the Warrant Shares at the Second ClosingShares.