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 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 Exchange Shares in accordance with the terms of the Certificate of Designation (Series 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 Exchange Shares or Conversion 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 the Exchange 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 Exchange 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 Exchange Purchased Shares in accordance with the terms of the Certificate of Designation (Series 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 Exchange Purchased Shares or Conversion 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 the Exchange Purchased Shares.