Common use of Organization and Existence Clause in Contracts

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such Investor is an individual or a validly existing corporation, limited partnership partnership, or limited liability company and has all requisite individual, corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such If such Investor is a validly existing corporation, limited partnership or limited liability company company, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such If applicable, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor Investor, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreementauthority.

Organization and Existence. Such Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Organization and Existence. Such Investor Investor, if other than an individual, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company company, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Organization and Existence. Such Investor Investor, if an entity, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Note pursuant to this Agreement.

Organization and Existence. Such Investor is a duly organized, validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in good standing under the Securities pursuant to this AgreementLaws of the jurisdiction of its organization.

Organization and Existence. Such If the Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement. Such Investor (if not an individual) has not been formed for the specific purpose of acquiring the Shares. Such Investor has provided the Company with its jurisdiction of organization and its principal place of business.

Organization and Existence. Such If Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Debentures pursuant to this Agreement. If Investor is a natural person, such Investor resides in the jurisdiction set forth on the signature pages affixed hereto and has all requisite authority to invest in the Debentures pursuant to this Agreement.

Organization and Existence. Such If the Investor is not an individual, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing -------------------------- corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant to this Agreementtransactions contemplated by the Transaction Documents and otherwise carry out its obligations thereunder.

Organization and Existence. Such If the Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power duly incorporated or organized, validly existing and authority to invest in good standing under the Securities pursuant to this Agreementlaws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership corporation or limited liability company and has all requisite corporate, partnership corporate or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement, and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder and thereunder.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Notes pursuant to this Agreement.;

Organization and Existence. Such If such Investor is a corporation, partnership, limited liability company, trust or other entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares or the Warrants, as applicable, pursuant to this Agreement.

Organization and Existence. Such Unless such Investor is an individual, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement. Such Investor (if not an individual) has not been formed for the specific purpose of acquiring the Securities. Such Investor has provided the Company with its jurisdiction of organization and its principal place of business.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership -------------------------- corporation or limited liability company and has all requisite corporate, partnership corporate or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such To the extent such Investor is a validly existing corporationan entity, limited partnership or limited liability company such Investor has been duly organized and has all requisite corporate, partnership or partnership, limited liability company or other entity power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this AgreementAgreement and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Units pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Closing Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly organized and validly existing corporation, limited partnership or limited liability company company, is in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement, or is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act and had the requisite authority to invest in the Shares pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in purchase the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or partnership, limited liability company or trust and has all requisite corporate, partnership or partnership, limited liability company or trust power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement, and was not formed solely for the purpose of investing in the Securities.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Private Placement ADSs pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company company, as the case may be, and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Debenture pursuant to this Agreement.

Organization and Existence. Such The Investor is an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents to which such Investor is a party and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity; has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement; and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such In the event such Investor is a validly existing corporation, limited partnership or limited liability company company, it is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement, and was not formed solely for the purpose of investing in the Securities.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company or limited partnership and has all requisite corporate, partnership or limited liability company or limited partnership power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in purchase the Securities Shares pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or partnership, limited liability company or other legal entity, and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Notes pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly ---------------------------- existing corporation, limited partnership corporation or limited liability company and has all requisite corporate, partnership corporate or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor Investor, if an entity, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly organized, validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in good standing under the Securities pursuant to this Agreementlaws of the jurisdiction of its organization.

Organization and Existence. Such The Investor is a duly organized limited liability company, validly existing corporationand in good standing under the Laws of its jurisdiction of organization, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in fulfill its obligations under this Agreement and the Securities pursuant to this Agreementother Transaction Documents.

Organization and Existence. Such If the Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such If an Investor is an entity, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the Transactions and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such If the Investor is an entity, such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership partnership, or limited liability company and has all requisite individual, corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such If not an individual, such Investor is a validly existing corporation, limited partnership or limited liability company and is in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant to this Agreementtransactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder.

Organization and Existence. Such Investor is an -------------------------- individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is an individual or a validly existing corporation, limited partnership or partnership, limited liability company or other entity identified in the Subscription Documents and has all requisite individual, corporate, partnership or limited liability company power or other entity and authority authority, as applicable, to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and to consummate the Securities pursuant transactions contemplated by the Transaction Documents and otherwise to this Agreementcarry out its obligations hereunder and thereunder.

Organization and Existence. Such Investor is a validly existing business trust, corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Purchased ADSs pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such Investor is a duly organized, validly existing corporation, limited partnership or limited liability company in good standing under the laws of the state of its organization and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by this Agreement and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such Investor (if an entity) is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in enter into and consummate the Securities transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to acquire the Shares pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor Investor, if applicable, is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company company, if other than an individual, and has all requisite corporate, partnership or limited liability company or other applicable power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares to be purchased by such Investor pursuant to this Agreement, and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder and thereunder.

Organization and Existence. Such Investor is a validly -------------------------- existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership partnership, trust or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Common Shares, the Preferred Shares or the Warrants, as applicable, pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Debenture and Warrant pursuant to this Agreement.

Organization and Existence. Such If applicable, such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement. 5.2.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or partnership, limited liability company and or other legal entity, has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents to which such Investor is a party and to carry out its obligations hereunder and thereunder, and to invest in the Securities pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this AgreementAgreement and was not formed solely for the purpose of investing in the Shares.

Organization and Existence. Such Investor is a validly existing corporation, limited partnership or partnership, limited liability company or other legal entity and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such Investor is a duly incorporated or organized and validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Securities Pre-Funded Warrants pursuant to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization.

Organization and Existence. Such Investor is a validly existing corporation, private company limited partnership or limited liability company by shares and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Preferred Shares pursuant to this Agreement.

Organization and Existence. Such Investor is a validly existing corporation, foundation, trust, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to execute and deliver the Agreements to which it is a party to and to invest in the Securities Notes pursuant to this Agreement.

Organization and Existence. Such Investor is a duly ---------------------------- organized, validly existing corporation, limited partnership or limited liability company in good standing under the laws of its jurisdiction of organization and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such To the extent the Investor is a validly existing corporationan entity, limited partnership or limited liability company the Investor has been duly organized and has all requisite corporate, partnership or partnership, limited liability company or other entity power and authority to invest in the Securities pursuant to this Agreement.

Organization and Existence. Such The Investor is either an individual or a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities Shares pursuant to this Agreement, and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise carry out its obligations hereunder and thereunder.

Organization and Existence. Such The Investor is a validly existing corporation, limited partnership or partnership, limited liability company or other legal entity and has all requisite corporate, partnership or partnership, limited liability company or other power and authority to invest in the Securities pursuant to this Agreement.