Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, the failure of which would have a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, and its obligations under the Debentures, the Warrants, and the Registration Rights Agreement (collectively, the "Transaction Documents"), to issue, sell and deliver the Debentures and Warrants and to issue and deliver the Common Stock issuable upon conversion of the Debenture and upon exercise of the Warrants (the "Conversion Shares").

Organization, Qualifications and Corporate Power. (ia) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and Nevada. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure of which to be so licensed, qualified or in good standing would have not result in a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the CompanyMaterial Adverse Change. The Company has the full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, Agreement and its obligations under each of the Debentures, the Warrants, and the Registration Rights Agreement (collectively, the "other Transaction Documents"), to issue, sell and deliver the Debentures and Warrants Shares and to issue and deliver the shares of Common Stock issuable upon conversion of the Debenture and upon exercise of Shares (collectively, the Warrants (the "“Preferred Stock Conversion Shares"”).

Organization, Qualifications and Corporate Power. (ia) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Colorado and Delaware. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure of which to be so licensed, qualified or in good standing would have not result in a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the CompanyMaterial Adverse Change. The Company has the full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, Agreement and its obligations under each of the Debentures, the Warrants, and the Registration Rights Agreement (collectively, the "other Transaction Documents"), to issue, sell and deliver the Debentures Shares and Warrants the Warrant, to issue and deliver the Warrant Shares upon exercise of the Warrant, and to issue and deliver the shares of Common Stock issuable upon conversion of the Debenture Shares and upon exercise of the Warrants Warrant Shares (collectively, the "“Preferred Stock Conversion Shares"”).

Organization, Qualifications and Corporate Power. (ia) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and Nevada. The Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure of which to be so licensed, qualified or in good standing would have not result in a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the CompanyMaterial Adverse Change. The Company has the full corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, Agreement and its obligations under each of the Debentures, the Warrants, and the Registration Rights Agreement (collectively, the "other Transaction Documents"), to issue, sell and deliver the Debentures and Warrants Shares (subject to the requisite shareholder approval of the Restated Articles), and to issue and deliver the shares of Common Stock issuable upon conversion of the Debenture and upon exercise of Shares (collectively, the Warrants (the "“Preferred Stock Conversion Shares"”).

Organization, Qualifications and Corporate Power. (ia) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado Delaware and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure of which would to be so licensed or qualified does not have a material adverse effect on the business, operations, properties Company's business or condition (financial or otherwise) of the Companycondition. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform this Agreement, and its obligations under the Debentures, the Warrants, and the Registration Rights Agreement (collectively, the "Transaction Documents"), to issue, sell and deliver the Debentures Notes and Warrants and to issue and deliver the shares of Common Stock issuable upon conversion of the Debenture and Company upon exercise of the Warrants (the "Conversion Warrant Shares").

Organization, Qualifications and Corporate Power. (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado and Nevada and, except as set forth in Section 2.1 of the Disclosure Letter, is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, the failure of which would have a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the Company. The Company and each of its Subsidiaries has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform its obligations under this Agreement, and its obligations under the DebenturesNotes, the Warrants, and the Security Agreement, the IP Security Agreement, the Registration Rights Agreement Agreement, and any other agreements contemplated or necessitated hereby to which it is a party (collectively, the "“Transaction Documents"”), . The Company has the corporate power and authority to issue, sell and deliver the Debentures and Warrants and Closing Securities, to issue and deliver the shares of Common Stock issuable upon conversion of the Debenture Notes (the “Note Shares”) and to issue and deliver the shares of Common Stock issuable upon exercise of the Warrants (the "Conversion “Warrant Shares"”).