Common use of Due Issuance and Authorization of Capital Stock Clause in Contracts

Due Issuance and Authorization of Capital Stock. All of the shares of capital stock of the Company outstanding on the date hereof have been validly issued and are fully paid and non-assessable. On the Closing Date, the sale and delivery of the Purchased Shares, when issued, sold and delivered in accordance with the terms hereof, and the issuance and/or delivery of the Conversion Shares upon conversion of the Purchased Shares in accordance with the terms of the Certificate of Designation (Series C), and the issuance and/or delivery of the Warrants and the Warrant Shares upon exercise of the Warrants in accordance with their terms will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes and will vest in the holders thereof legal and valid title to such Purchased Shares, Conversion Shares, the Warrants or Warrant Shares, as the case may be, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”), and will not be subject to preemptive rights or other similar rights of stockholders of the Company, and the issuance of such shares will not impose personal liability upon the holder thereof. Following the filing of the Charter Amendment with the Secretary of State of the State of Delaware, a sufficient number of authorized shares of Common Stock have been reserved for issuance upon conversion of all of the Purchased Shares and exercise of all of the Warrants.

Due Issuance and Authorization of Capital Stock. All of the shares of capital stock of the Company outstanding on the date hereof have been validly issued and are fully paid and non-assessable. On the Closing Date, the sale and delivery of the Purchased Exchange Shares, when issued, sold and delivered in accordance with the terms hereof, and the issuance and/or delivery of the Conversion Shares upon conversion of the Purchased Exchange Shares in accordance with the terms of the Certificate of Designation (Series C), and the issuance and/or delivery of the Warrants and the Warrant Shares upon exercise of the Warrants in accordance with their terms B) will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes and will vest in the holders thereof legal and valid title to such Purchased Shares, Exchange Shares or Conversion Shares, the Warrants or Warrant Shares, as the case may be, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”), and will not be subject to preemptive rights or other similar rights of stockholders of the Company, and the issuance of such shares will not impose personal liability upon the holder thereof. Following the filing of the Charter Amendment with the Secretary of State of the State of Delaware, a sufficient number of authorized shares of Common Stock have been reserved for issuance upon conversion of all of the Purchased Shares and exercise of all of the WarrantsExchange Shares.

Due Issuance and Authorization of Capital Stock. All of the shares of capital stock of the Company outstanding on the date hereof have been validly issued and are fully paid and non-assessable. On the Closing Date, the sale and delivery of the Purchased Shares, when issued, sold and delivered in accordance with the terms hereof, and the issuance and/or delivery of the Conversion Shares upon conversion of the Purchased Shares in accordance with the terms of the Certificate of Designation (Series C), and the issuance and/or delivery of the Warrants and the Warrant Shares upon exercise of the Warrants in accordance with their terms B) will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes and will vest in the holders thereof legal and valid title to such Purchased Shares, Shares or Conversion Shares, the Warrants or Warrant Shares, as the case may be, free and clear of any lien, claim, judgment, charge, mortgage, security interest, pledge, escrow, equity or other encumbrance (collectively, “Encumbrances”), and will not be subject to preemptive rights or other similar rights of stockholders of the Company, and the issuance of such shares will not impose personal liability upon the holder thereof. Following the filing of the Charter Amendment with the Secretary of State of the State of Delaware, a sufficient number of authorized shares of Common Stock have been reserved for issuance upon conversion of all of the Purchased Shares and exercise of all of the WarrantsShares.

Due Issuance and Authorization of Capital Stock. All of the outstanding shares of capital stock of the Company outstanding on the date hereof have been duly authorized, validly issued and are fully paid and non-assessablenonassessable. On the Closing DateExcept as set forth on Schedule 5.2, the sale and delivery no shares of capital stock of the Purchased Shares, when issued, sold and delivered in accordance with the terms hereof, and the issuance and/or delivery Company are subject to (a) preemptive rights or any other similar rights of the Conversion Shares upon conversion stockholders of the Purchased Shares in accordance with the terms of the Certificate of Designation Company or (Series C), and the issuance and/or delivery of the Warrants and the Warrant Shares upon exercise of the Warrants in accordance with their terms will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes and will vest in the holders thereof legal and valid title to such Purchased Shares, Conversion Shares, the Warrants or Warrant Shares, as the case may be, free and clear of b) any lien, claim, judgment, charge, mortgage, security interest, pledge, escrowescrow equity, equity restriction or transfer or other encumbrance (collectively, “Encumbrances”), ) imposed by the Company or any agreement to which the Company or its officers or directors are a party and will not be subject to preemptive rights or other similar rights of stockholders the sale and delivery of the Company, Securities to the Purchasers pursuant to the terms hereof and the issuance of such shares will not impose personal liability the Conversion Shares to the Purchasers upon the holder thereof. Following the filing conversion of the Charter Amendment with Series C Preferred Shares and Series C-1 Preferred Shares will vest in the Secretary Purchasers legal and valid title to such Securities, free and clear of State all Encumbrances other than those that may arise solely by virtue of the State action of Delawarethe Purchasers or under applicable securities laws. At the Closing, the Securities will be duly authorized, validly issued, fully paid and nonassessable and a sufficient number of authorized shares of Common Stock have been reserved for issuance upon conversion of all the Series C Preferred Shares and Series C-1 Preferred Shares. Except as set forth on Schedule 5.2 none of the Purchased Shares and exercise of all Securities are subject to (a) preemptive rights or any other similar rights of the Warrantsstockholders of the Company or (b) immediately prior to the Closing, Encumbrances.