Common use of Requisite Power and Authorization Clause in Contracts

Requisite Power and Authorization. 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 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 the Warrants. All corporate action on the part of the Company required for the lawful execution and delivery of this Agreement, and issuance and delivery of the Shares, the Conversion Shares, the Warrants and the Warrant Shares has been duly and effectively taken, subject to receipt of the Stockholder Approval and the filing of the Amendment. Upon execution and delivery, this Agreement and the Warrants constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, except as enforcement may be limited by insolvency and similar laws affecting the enforcement of creditors' rights generally and equitable remedies. The Shares and the Warrants (and the Warrant Shares issuable upon exercise of the Warrants) when issued in compliance with the provisions of this Agreement or the Warrants, as the case may be, and the 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, non-assessable, and 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 preemptive right of subscription or purchase or contractual right of first refusal or similar right with respect to the Shares, the Conversion Shares, the Warrants or the Warrant Shares. The Company has 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 Conversion Shares.

Requisite Power and Authorization. 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 The Company will have has 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, the Registration Rights Agreement and the Warrants (collectively, the "Transaction ----------- Documents") and to issue perform its obligations under each of the Transaction --------- Documents, including without limitation the issuance of the Securities hereunder. All corporate action of the Company required for the execution and delivery of the Transaction Documents and the 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 the 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 the Registration Rights Agreement may be limited by law. The Shares, when issued, delivered and paid for in compliance with the shares provisions of Common Stock issuable upon conversion this Agreement, will be validly issued, fully paid and non-assessable, free and clear of the Shares (the "Conversion any and all liens, charges, claims or encumbrances. The Warrant Shares"), the Warrants if and the Warrant Shares when issued, delivered and to carry out paid for in compliance with the provisions of this Agreement and the Warrants. All corporate action on the part of the Company required for the lawful execution and delivery of this Agreement, and issuance and delivery of the Shares, the Conversion Shares, the Warrants and the Warrant Shares has been duly and effectively taken, subject to receipt of the Stockholder Approval and the filing of the Amendment. Upon execution and delivery, this Agreement and the Warrants constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, except as enforcement may will be limited by insolvency and similar laws affecting the enforcement of creditors' rights generally and equitable remedies. The Shares and the Warrants (and the Warrant Shares issuable upon exercise of the Warrants) when issued in compliance with the provisions of this Agreement or the Warrants, as the case may be, and the 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, paid and non-assessable, free and issued in compliance with federal securities laws clear of any and the securities laws of the State of California. No stockholder of the Company all liens, charges, claims or other person has any preemptive right of subscription or purchase or contractual right of first refusal or similar right with respect to the Shares, the Conversion Shares, the Warrants or the Warrant Sharesencumbrances. The Company has reserved, subject to receipt of the Stockholder Approval and the filing of the Amendment, such reserved a sufficient number of shares of its Common Stock necessary for issuance of the Warrant Shares and the Conversion Warrant Shares.

Requisite Power and Authorization. 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 The Company will have has 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 Registration Rights Agreement attached hereto as Exhibit B (the "Conversion SharesRegistration Rights Agreement")) and the Warrants (collectively, the Warrants and the Warrant Shares "Transaction Documents") and to carry out perform its obligations under each of the provisions Transaction Documents, including without limitation the issuance of this Agreement and the WarrantsSecurities hereunder. All corporate action on the part of the Company required for the lawful execution and delivery of this Agreement, the Transaction Documents and the issuance and delivery of the Shares, the Conversion Shares, the Warrants and the Warrant Shares Securities has been duly and effectively taken, subject to receipt and, except as set forth on Schedule 3(g), no further actions, authorizations or consents, including, without limitation, any consents of the Stockholder Approval and the filing stockholders of the AmendmentCompany, are required. Upon execution and delivery, this Agreement and Each of the Warrants constitute Transaction Documents constitutes the valid and binding obligations obligation of the Company, enforceable against the Company enforceable in accordance with their respective 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 the Registration Rights Agreement may be limited by insolvency and similar laws affecting the enforcement of creditors' rights generally and equitable remedieslaw. The Shares Shares, when issued, delivered and paid for in compliance with the Warrants (provisions of this Agreement, will be validly issued, fully paid and the non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares issuable upon exercise of the Warrants) Shares, if and when issued issued, delivered and paid for in compliance with the provisions of this Agreement or the Warrants, as the case may be, and the Conversion Shares when issued in accordance with the Restated Certificate, will, upon receipt of the Stockholder Approval and the filing of the Amendment, Warrants will be duly authorized and validly issued, fully paid, paid and non-assessable, free and issued in compliance with federal securities laws clear of any and the securities laws of the State of California. No stockholder of the Company all liens, charges, claims or other person has any preemptive right of subscription or purchase or contractual right of first refusal or similar right with respect to the Shares, the Conversion Shares, the Warrants or the Warrant Sharesencumbrances. The Company has reserved, subject to receipt of the Stockholder Approval and the filing of the Amendment, such reserved a sufficient number of shares of its Common Stock necessary for issuance of the Warrant Shares and the Conversion Warrant Shares.

Requisite Power and Authorization. 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 The Company will have has 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 AgreementAgreement and to perform its obligations hereunder, to issue including without limitation the Shares, the shares of Common Stock issuable upon conversion issuance of the Shares Securities. Except for approval by the stockholders of the Company of the Amendment (the "Conversion Shares"as defined in Section 5(k) below), which approval will be required prior to the Warrants and the Warrant Shares and to carry out the provisions of this Agreement and the Warrants. All Second Closing, all corporate action on the part of the Company required for the lawful execution and delivery of this Agreement, Agreement and the Warrants and issuance and delivery of the Shares, the Conversion Shares, the Warrants and the Warrant Shares Securities has been duly and effectively taken, subject to receipt and no further actions, authorizations or consents, including, without limitation, any consents of the Stockholder Approval and the filing stockholders of the AmendmentCompany, are required. Upon execution and delivery, Each of this Agreement and the Warrants constitute constitutes the valid and binding obligations obligation of the Company, enforceable against the Company enforceable in accordance with their respective 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 insolvency and similar laws affecting the enforcement of creditors' rights generally and equitable remedieslaw. The Shares Shares, when issued, delivered and paid for in compliance with the Warrants (provisions of this Agreement, will be validly issued, fully paid and the non-assessable, free and clear of any and all liens, charges, claims or encumbrances. The Warrant Shares issuable upon exercise of the Warrants) Shares, if and when issued issued, delivered and paid for in compliance with the provisions of this Agreement or the Warrants, as the case may be, and the Conversion Shares when issued in accordance with the Restated Certificate, will, upon receipt of the Stockholder Approval and the filing of the Amendment, Warrants will be duly authorized and validly issued, fully paid, paid and non-assessable, free and issued in compliance with federal securities laws clear of any and the securities laws of the State of California. No stockholder of the Company all liens, charges, claims or other person has any preemptive right of subscription or purchase or contractual right of first refusal or similar right with respect to the Shares, the Conversion Shares, the Warrants or the Warrant Sharesencumbrances. The Company has reserved, subject to receipt of the Stockholder Approval and the filing of the Amendment, such reserved a sufficient number of shares of its Common Stock necessary for issuance of the Warrant Shares and the Conversion SharesWarrant 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.