Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so qualify would not have a material adverse effect on the Company or its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to do so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesDelaware.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its property and carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts and in each jurisdiction in which its ownership of property or the failure to so qualify would have a material adverse effect on its nature of the business or propertiesconducted by it makes such qualification necessary.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.Material Adverse Effect. 2.2

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business the business, assets (including intangible assets), liabilities, financial condition, property or propertiesresults of operations of the Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its the business or propertiesproperties of the Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now presently conducted. The Company is duly qualified and authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which where the nature of its activities and of its properties makes such qualification necessary, except where failure to so qualify would not have a material adverse effect on its business or propertiesupon the Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and currently planned to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted or proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing to do business as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, formed and validly existing, and in good standing existing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business as a corporation and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on upon the Company’s ability to perform its business or propertiesobligations under this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified as a foreign corporation or is otherwise duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would would, either individually or in the aggregate, have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The , and the Company is duly qualified has all requisite power and authority to transact business enter into and is in good standing in each jurisdiction in which perform this Agreement and the failure to so qualify would have a material adverse effect on its business or propertiestransactions contemplated hereby.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business (a) the present or propertiesfuture business, assets, or operations, of the Company, taken as a whole or (b) the Company’s ability to perform this Agreement or the Related Agreements (as defined below) (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a be material adverse effect on to the Company or its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted or proposed to be conducted. The Company is or its representatives are duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified business, to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, to issue and sell the failure Stock, and to so qualify would have a material adverse effect on its business or propertiescarry out the provisions of this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesDelaware.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the operation of its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in the state of California and in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business business, and is in good standing standing, in each U.S. jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company and each of its subsidiaries has full power and authority to own, operate, and occupy its properties and to conduct its business as presently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business business, properties, operations, prospects or propertiescondition (financial or otherwise).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares, to carry out the provisions of this Agreement, and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which qualification is required, except where the failure to so qualify qualify, individually or in the aggregate, would not have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or licensing necessary unless the failure to so qualify would have not result in a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is as a foreign corporation in good standing in each jurisdiction all jurisdictions in which the failure to so qualify would have a material adverse effect on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under and subject to the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and the Conversion Shares and to carry on its business as now conducted. The Company is duly qualified to transact business out the provisions of this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesCharter.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business the business, assets, liabilities, financial condition, property or propertiesresults of operation of the Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, incorporated and existing in good standing under the laws General Corporation Law of the State of Delaware and has all requisite corporate power and authority to carry on own and operate its assets and properties, to conduct its business as now it is currently being conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement and to consummate the failure to so qualify would have a material adverse effect on its business or propertiestransactions contemplated herein.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its it business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the operation of its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business except where the failure so to so qualify has not had or would not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect. The Company does not have any operating Subsidiaries.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect Material Adverse Effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and the Conversion Shares and to carry on its business as now conducted. The Company is duly qualified to transact business out the provisions of this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesCharter.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesState of California.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and as proposed to be conducted in the future. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares, and to carry out the provisions of this Agreement and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existingexisting under, and by virtue of, the laws of Delaware and is in good standing under such laws. The Company has the laws of the State of Delaware and has all requisite corporate power to own and authority operate its properties and assets, and to carry on its business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact do business and is as a foreign corporation in good standing in each any jurisdiction in which where the failure to be so qualify qualified would have a material adverse effect impact on its the business or propertiesfinancial condition of the Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties. As of the Closing, the Certificate shall be in the form attached hereto as Exhibit B and the Bylaws of the Company shall be in the form provided to counsel for the Investors prior to the Closing.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would could reasonably be expected to have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under under, and by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets, to carry out the transactions contemplated by the Financing Agreements, and to carry on its business as now presently conducted. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the such failure to so qualify would could reasonably be expected to have a material adverse effect Material Adverse Effect (as defined in Section 2.5 below) on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly has filed to become qualified to transact business and is as a foreign corporation in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesState of California.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect. The Company has no Subsidiaries.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on conduct its business as now currently conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify would qualified could reasonably be expected to have a material adverse effect on its business the business, assets, financial condition or propertiesresults of operations or assets of the Company (the "Business") (such effect referred to as a "Material Adverse Effect").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its financial condition, business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties. True and accurate copies of the Company's Amended and Restated Certificate of Incorporation and Bylaws, each as amended and in effect at the Closing, have been delivered to the Investor.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and as proposed to be conducted (the “Business”). The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business Business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now currently conducted and as it is currently proposed to be conducted, and to enter into and carry out the provisions of this Agreement and the Registration Rights Agreement. The Company is duly qualified to transact business and is in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on its business materially and adversely affect the Company’s business, properties, assets, prospects or propertiesfinancial condition.

Organization, Good Standing and Qualification. The Company is a corporation limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate limited liability company power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is qualified to transact business as a foreign corporation in California. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each other jurisdiction in which such qualification is required, except where the failure to be so qualify qualified would not have a material adverse effect on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as currently proposed to be conducted. The Company is and its subsidiaries are duly qualified to transact business and is are in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its their business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business as a corporation and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on upon the Company’s ability to perform its business obligations under this Agreement or propertiesthe validity or enforceability of, or Purchaser’s rights and remedies under, this Agreement.

Organization, Good Standing and Qualification. (i) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to be so qualify qualified would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and to carry on its business as now conducted. The Company is duly qualified to transact business out the provisions of this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesCharter.