Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. NGTF has full right, power and authority to enter into this Agreement, as provided herein and to perform all of its duties and obligations under this Agreement and this Agreement and no other action or consent on the part of NGTF, its board of directors, stockholders, or any other person is necessary or required by NGTF to execute this Agreement, consummate the Exchange contemplated herein and perform all of its obligations hereunder. The execution and delivery of this Agreement will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF Charter and NGTF Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of NGTF to authorize the execution and delivery of this Agreement. This Agreement is a valid and binding agreement and contract of NGTF, enforceable against NGTF in accordance with its respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies.

Authorization; Validity. NGTF IGNG has full right, power and authority to enter into this Agreement, as provided herein and to perform all of its duties and obligations under this Agreement and this Agreement and no other action or consent on the part of NGTFIGNG, its board of directors, stockholders, or any other person Person is necessary or required by NGTF IGNG to execute this Agreement, consummate the Exchange Transactions contemplated herein and perform all of its obligations hereunder. The execution and delivery of this Agreement will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF IGNG Charter and NGTF IGNG Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of NGTF IGNG to authorize the execution and delivery of this Agreement. This Agreement is a valid and binding agreement and contract of NGTFIGNG, enforceable against NGTF IGNG in accordance with its respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. IGNG knows of no reason why any it cannot perform any of its Obligations under this Agreement or any related agreements.

Authorization; Validity. NGTF Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and this Agreement the Loan Documents and no other action or consent on the part of NGTFthe Borrower, its board of directors, stockholders, stockholders or any other person Person is necessary or required by NGTF the Borrower to execute this AgreementAgreement and the Loan Documents, consummate the Exchange transactions contemplated herein and therein, and perform all of its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF Charter and NGTF Bylaws, Borrower’s articles of incorporation or other governing documentsbylaws. All necessary and appropriate corporate action has been taken on the part of NGTF the Borrower to authorize the execution and delivery of this AgreementAgreement and the Loan Documents and the issuance of the Revolving Note. This Agreement is a and the Loan Documents are valid and binding agreement agreements and contract contracts of NGTFthe Borrower, enforceable against NGTF the Borrower in accordance with its their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies.

Authorization; Validity. NGTF Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and this Agreement and no other action or consent on the part of NGTF, its board of directors, stockholders, or any other person is necessary or required by NGTF to execute this Agreement, consummate the Exchange contemplated herein and perform all of its obligations hereunderLoan Documents. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF Charter Borrower's Articles of Incorporation and NGTF Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of NGTF Borrower to authorize the execution and delivery of this AgreementAgreement and the Loan Documents, the issuance of the Commitment Shares and the Revolving Note and the reservation of shares of Common Stock underlying the Preferred Stock. This Agreement is a and the Loan Documents are valid and binding agreement agreements and contract contracts of NGTF, enforceable against NGTF Borrower in accordance with its respective terms, terms except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ ' rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. Borrower knows of no reason why Borrower cannot perform any of Borrower's obligations under this Agreement, the Loan Documents or any related agreements.

Authorization; Validity. NGTF FNGR has full right, power and authority to enter into this Agreement, as provided herein and to perform all of its duties and obligations under this Agreement and this Agreement and no other action or consent on the part of NGTFFNGR, its board of directors, stockholders, or any other person is necessary or required by NGTF FNGR to execute this Agreement, consummate the Exchange Transactions contemplated herein and perform all of its obligations hereunder. The execution and delivery of this Agreement will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF FNGR Charter and NGTF FNGR Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of NGTF FNGR to authorize the execution and delivery of this Agreement. This Agreement is a valid and binding agreement and contract of NGTFFNGR, enforceable against NGTF FNGR in accordance with its respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. FNGR knows of no reason why it cannot perform any of its obligations under this Agreement or any related agreements.

Authorization; Validity. NGTF Borrower has full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver this Agreement and the Other Agreements as provided herein herein, and to perform all of its duties and obligations under this Agreement and this Agreement and no other action or consent on the part of NGTF, its board of directors, stockholders, or any other person is necessary or required by NGTF to execute this Agreement, consummate the Exchange contemplated herein and perform all of its obligations hereunderOther Agreements. The execution and delivery of this Agreement and the Other Agreements will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF Charter and NGTF Bylaws, or other governing documentslimited partnership agreement of Borrower. All necessary and appropriate corporate limited partnership action has been taken on the part of NGTF Borrower to authorize the execution and delivery of this AgreementAgreement and the Other Agreements. This Agreement is a and the Other Agreements are valid and binding agreement agreements and contract contracts of NGTF, enforceable against NGTF Borrower in accordance with its their respective terms, terms except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. The execution, delivery and performance by Borrower of this Agreement and the Other Agreements require no action by or in respect of, or filing with, any governmental body, agency or official and do not constitute (with or without the giving of notice or lapse of time or both) a default under any agreement, judgment, injunction, order, decree or other instrument binding upon each Borrower, or result in the creation or imposition of any lien on any of Borrower’s assets.

Authorization; Validity. NGTF LGIQ has full right, power and authority to enter into this Agreement, as provided herein and to perform all of its duties and obligations under this Agreement and this Agreement and no other action or consent on the part of NGTFLGIQ, its board of directors, stockholders, or any other person is necessary or required by NGTF LGIQ to execute this Agreement, consummate the Exchange Transactions contemplated herein and perform all of its obligations hereunder. The execution and delivery of this Agreement will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF LGIQ Charter and NGTF LGIQ Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of NGTF LGIQ to authorize the execution and delivery of this Agreement. This Agreement is a valid and binding agreement and contract of NGTFLGIQ, enforceable against NGTF LGIQ in accordance with its respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. LGIQ knows of no reason why it cannot perform any of its Obligations under this Agreement or any related agreements.

Authorization; Validity. NGTF LGIQ has full right, power and authority to enter into this Agreement, as provided herein and to perform all of its duties and obligations under this Agreement and this Agreement and no other action or consent on the part of NGTFLGIQ, its board of directors, stockholders, or any other person is necessary or required by NGTF LGIQ to execute this Agreement, consummate the Exchange Transactions contemplated herein and perform all of its obligations hereunder. The execution and delivery of this Agreement will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the NGTF LGIQ Charter and NGTF LGIQ Bylaws, or other governing documents. All necessary and appropriate corporate action has been taken on the part of NGTF LGIQ to authorize the execution and delivery of this Agreement. This Agreement is a valid and binding agreement and contract of NGTFLGIQ, enforceable against NGTF LGIQ in accordance with its respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. LGIQ knows of no reason why any it cannot perform any of its Obligations under this Agreement or any related agreements.