Common use of AUTHORITY OF AGREEMENT Clause in Contracts

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued shares of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing of the units subscribed for hereby.

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company Company, and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued shares of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing issuance of the units subscribed for herebyShares is not, and will not be, subject to any preemptive rights or right of first refusal that have not been properly waived or complied with.

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued shares of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing issuance of the units subscribed for herebyShares are not and will not be subject to preemptive rights or right of first refusal that have not been properly waived or complied with.

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' ’ rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued shares of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing issuance of the units subscribed for herebyUnits and underlying securities are not and will not be subject to preemptive rights or right of first refusal that have not been properly waived or complied with.

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued shares of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing of the units Units subscribed for hereby.

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued issuance of these shares are not and will not be subject to preemptive rights or right of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing of the units subscribed for herebyfirst refusal that have not been properly waived or complied with.

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued shares of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing of the units subscribed for hereby.2 EXHIBIT 10.37, PAGE 2 OF 8

AUTHORITY OF AGREEMENT. The Company has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and this Agreement constitutes the valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies. The Company has reserved from its authorized but unissued shares of Common Stock such number of shares as shall be deliverable to the Purchaser upon the Closing issuance of the units subscribed for herebyPreferred Stock and underlying securities are not and will not be subject to preemptive rights or right of first refusal that have not been properly waived or complied with.