Common use of Due Authority Clause in Contracts

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this Agreement: (1) are not inconsistent with the Company’s Charter or current bylaws; (2) do not contravene any law or governmental rule, regulation or order applicable to it; and (3) do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement and this Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are is not inconsistent with the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their its respective termsterms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability).

Due Authority. The execution and delivery by the Company of this Agreement Warrant and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Common Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this AgreementThis Warrant: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement and this Agreement constitute This Warrant constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are does not inconsistent with violate the Company’s 's Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Series C Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this Agreement: (1) are not inconsistent with the Company’s Charter or current bylaws; (2) do not contravene any law or governmental rule, regulation or order applicable to it; and (3) do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement and this Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock the Class (and if applicable the Common Stock into which it such shares may be converted), have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock Stock, and the Common Stock into which it may be converted, if applicable, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement execution and delivery by the Company of this Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes the legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are is not inconsistent with the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement execution and delivery by the Company of this Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes the legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder Hercules of the right to acquire the shares of Preferred Company Stock and the Common Stock into which it may be converted, have been (or will be in the case of Next Round Stock) duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock Class C Shares and the Common Stock Shares into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylawsOperating Agreement; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Warrant Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be convertedStock, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement Documents and this Warrant Agreement: (1) are not inconsistent with the Company’s Charter or current bylawsBylaws; (2) do not contravene any law or governmental rule, regulation or order applicable to it; and (3) do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement Documents and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Warrant Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be convertedStock, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement , and the Leases and this Agreement: (1) Warrant Agreement are not inconsistent with the Company’s 's Charter or current bylaws; (2) Bylaws, do not contravene in any material regard any law or governmental rule, regulation or order applicable to it; and (3) , do not and will not contravene any provision of, or constitute a default under, any indenturematerial Indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement , and the Leases and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Agreement Warrant and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder Hxxxxx of the right to acquire the shares of Preferred Stock and the Common Stock Underlying Securities into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1i) are does not inconsistent with violate the Charter or the Company’s Charter or current bylaws; (2ii) do does not contravene any law or governmental rule, regulation or order applicable to itthe Company; and (3iii) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it the Company is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to the Warrantholder of the right to acquire the shares of Series A Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this Agreement: (1) are not inconsistent with the Company’s 's Charter or current bylaws; (2) do not contravene any law or governmental rule, regulation or order applicable to it; and (3) do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement and this Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be convertedStock, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and Subject to amending the Charter to authorize the Common Stock, this Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this ------------- Warrant Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be convertedWarrant Stock, have been duly authorized by all necessary corporate action on the part of the Company. The , and the Subordinated Loan Agreement Documents and this Agreement: (1) Warrant Agreement are not inconsistent with the Company’s 's Charter or current bylaws; (2) Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it; and (3) , do not and will not contravene any provision of, or constitute a material default under, any material indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The , and the Subordinated Loan Agreement Documents and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the ------------- Company of this Warrant Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be convertedStock, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement , and the Leases and this Agreement: (1) Warrant Agreement are not inconsistent with the Company’s 's Charter or current bylaws; (2) Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it; and (3) , and, to the Company's knowledge, do not and will not contravene any provision of, or constitute a default under, any material indenture, mortgage, contract or other material instrument to which it is a party or by which it is bound. The Loan Agreement , and the Leases and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to the Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1i) are does not inconsistent with violate the Charter or the Company’s Charter or current bylaws; (2ii) do does not contravene any law or governmental rule, regulation or order applicable to itthe Company; and (3iii) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it the Company is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement Warrant and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this AgreementWarrant: (1) are not inconsistent with the Company’s Charter or current bylaws; (2) do not contravene any law or governmental rule, regulation or order applicable to it; and (3) do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement and this Agreement Warrant constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Warrant Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be convertedStock, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement , and the Leases and this Agreement: (1) Warrant Agreement are not inconsistent with the Company’s 's Charter or current bylaws; (2) Bylaws, do not contravene in any material regard any law or governmental rule, regulation or order applicable to it; and (3) , do not and will not contravene any provision of, or constitute a default under, any material indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement , and the Leases and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan This Agreement and this Agreementthe Warrant contained herein: (1i) are not inconsistent with the Company’s Charter or current bylaws; (2ii) do not contravene any law or governmental rule, regulation or order applicable to it; and (3iii) do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, after giving effect to such consents as the Company is required to obtain pursuant to the Loan Agreement. The Loan This Agreement and this Agreement constitute constitutes the legal, valid and binding agreements agreement of the Company, enforceable in accordance with their its respective terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, except to the extent that any such default does not have a material adverse effect on the Company. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any material law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective terms.

Due Authority. The execution and delivery by the Company of this Agreement Warrant and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Common Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this AgreementThis Warrant: (1) are does not inconsistent with violate the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement and this Agreement constitute This Warrant constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.. Form of Warrant Identive Group, Inc. Credit Agreement

Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement and this This Agreement: (1) are is not inconsistent with the Company’s Charter or current bylaws; (2) do does not contravene any law or governmental rule, regulation or order applicable to it; and (3) do does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan This Agreement and this Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their its respective terms.

Due Authority. The Company represents and warrants that the execution and delivery by the Company of this Warrant Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder the Holders of the Warrants representing the right to acquire the shares of Preferred Stock and the Common Stock into which it may be convertedWarrant Shares, have been duly authorized by all necessary corporate action on the part of the Company. The Loan Agreement , and this Agreement: (1) are Warrant Agreement is not inconsistent with the Company’s 's Charter or current bylaws; (2) do Bylaws, does not contravene any law or of governmental rule, regulation or order applicable to it; and (3) do , does not and will not contravene any provision of, or constitute a default under, under any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. The Loan Agreement , and this Warrant Agreement constitute constitutes a legal, valid and binding agreements agreement of the Company, enforceable in accordance with their respective its terms.