Common use of Issuance and Delivery of the Shares Clause in Contracts

Issuance and Delivery of the Shares. The Securities have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the Preferred Shares and the Warrants will be (i) validly issued (in the case of the Preferred Shares and the Warrants), fully paid and nonassessable (in the case of the Preferred Shares), (ii) free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or other similar rights of stockholders of the Company or any liens or encumbrances and (iii) entitled to the rights set forth in the Certificate and the Warrants, as the case may be. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the “DGCL”), the rules and regulations of the National Association of Securities Dealers Automated Quotation Systems (the “NASDAQ”) or the consent of any other party will be required for the issuance of the Securities. The Conversion Shares have been duly authorized and reserved by the Company and, when issued upon conversion of the Preferred Shares in accordance with the Certificate, will be validly issued, fully paid and nonassessable. At the Closing, except in connection with the vote of the common stockholders as may be required under Section 5(d)(vi) of the Certificate, no further approval or authority of the stockholders or the Board of Directors under the DGCL, the rules and regulations of the NASDAQ or the consent of any other party other than the approval of the Nasdaq National Market of the listing of such shares of Common Stock, will be required for the issuance of the Conversion Shares. The Warrant Shares have been duly authorized and reserved by the Company and, when issued upon exercise of the Warrant in accordance with the terms of the Warrant, will be validly issued, fully paid and nonassessable.

Issuance and Delivery of the Shares. The Securities Company hereby represents and warrants that the Shares, when issued by the Company pursuant to Section 1, have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the Preferred Shares and the Warrants will be (i) validly issued (in the case of the Preferred Shares and the Warrants), fully paid and nonassessable (in the case of the Preferred Shares), (ii) free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or other similar rights of stockholders of the Company or any liens or encumbrances and (iii) entitled to the rights set forth in the Certificate and the Warrants, as the case may be. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the “DGCL”), the rules and regulations of the National Association of Securities Dealers Automated Quotation Systems (the “NASDAQ”) or the consent of any other party will be required for the issuance of the Securities. The Conversion Shares have been duly authorized and reserved by the Company and, when issued upon conversion of the Preferred Shares in accordance compliance with the Certificateprovisions of this Agreement, will be validly issued, fully paid and nonassessable. At nonassessable and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the Closing, except in connection issue thereof with the vote Holder thereof being entitled to all rights accorded to a holder of Common Stock and the issuance by the Company of the common stockholders as may Shares, when issued by the Company pursuant to Section 1, will be required exempt from registration under the Securities Act by virtue of Section 5(d)(vi3(a)(9) thereof. The Shares will not bear any restrictive legend and will be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations. Assuming the accuracy of the representations of the Holder contained herein, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the CertificateSecurities Act, no further approval or authority the holding period of the stockholders or Remaining Preferred Share may be tacked on to the Board of Directors under the DGCL, the rules and regulations holding period of the NASDAQ or the consent of any other party other than the approval of the Nasdaq National Market of the listing of such shares of Common Stock, will be required for the issuance of the Conversion Exchange Shares. The Warrant Company agrees, as of the date of this Agreement, that the registration statement registering the Conversion Shares have been duly authorized and reserved for resale by the Holder (the “Resale Registration Statement”) is effective and available for use and the Company and, when issued upon exercise will use its best efforts to ensure that the Resale registration Statement remains effective for as long as the Conversion Shares remain restricted and in possession of the Warrant in accordance Holder. The Company agrees not to take any position contrary to this Section 3(c) for purposes of Section 3(a)(9) or Rule 144 of the Securities Act. The Company agrees to take all actions, including, without limitation, retaining legal counsel to assist with the terms preparation of any necessary legal opinions, required to issue the Shares free of any restrictive legend and to allow them to be freely tradable on NYSE MKT LLC, without the need for further action by the Holder, except with respect to the delivery of any certificates, certifications or other similar reasonably necessary assistance of the Warrant, will be validly issued, fully paid and nonassessableHolder required for such issuance or un- restriction.

Issuance and Delivery of the Shares. The Securities Company hereby represents and warrants that the Shares, when issued by the Company pursuant to Section 1, have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the Preferred Shares and the Warrants will be (i) validly issued (in the case of the Preferred Shares and the Warrants), fully paid and nonassessable (in the case of the Preferred Shares), (ii) free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or other similar rights of stockholders of the Company or any liens or encumbrances and (iii) entitled to the rights set forth in the Certificate and the Warrants, as the case may be. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the “DGCL”), the rules and regulations of the National Association of Securities Dealers Automated Quotation Systems (the “NASDAQ”) or the consent of any other party will be required for the issuance of the Securities. The Conversion Shares have been duly authorized and reserved by the Company and, when issued upon conversion of the Preferred Shares in accordance compliance with the Certificateprovisions of this Agreement, will be validly issued, fully paid and nonassessable. At nonassessable and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the Closing, except in connection issue thereof with the vote Holder thereof being entitled to all rights accorded to a holder of Common Stock and the issuance by the Company of the common stockholders as may Shares, when issued by the Company pursuant to Section 1, will be required exempt from registration under the Securities Act by virtue of Section 5(d)(vi3(a)(9) thereof. The Shares will not bear any restrictive legend and will be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations. Assuming the accuracy of the representations of the Holder contained herein, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the CertificateSecurities Act, no further approval or authority the holding period of the stockholders or Remaining Preferred Share may be tacked on to the Board of Directors under the DGCL, the rules and regulations holding period of the NASDAQ or the consent of any other party other than the approval of the Nasdaq National Market of the listing of such shares of Common Stock, will be required for the issuance of the Conversion Exchange Shares. The Warrant Company agrees, as of the date of this Agreement, that the registration statement registering the Conversion Shares have been duly authorized and reserved for resale by the Holder (the "Resale Registration Statement") is effective and available for use and the Company and, when issued upon exercise will use its best efforts to ensure that the Resale registration Statement remains effective for as long as the Conversion Shares remain restricted and in possession of the Warrant in accordance Holder. The Company agrees not to take any position contrary to this Section 3(c) for purposes of Section 3(a)(9) or Rule 144 of the Securities Act. The Company agrees to take all actions, including, without limitation, retaining legal counsel to assist with the terms preparation of any necessary legal opinions, required to issue the Shares free of any restrictive legend and to allow them to be freely tradable on NYSE MKT LLC, without the need for further action by the Holder, except with respect to the delivery of any certificates, certifications or other similar reasonably necessary assistance of the Warrant, will be validly issued, fully paid and nonassessableHolder required for such issuance or un-restriction.

Issuance and Delivery of the Shares. The Securities offer, issuance, sale and delivery of the Designated Shares in accordance with this Purchase Agreement, have been duly authorized by all requisite corporate action of the Company. The Shares conform to the description of the Common Shares contained in, or by incorporation by reference in, the Offering Memorandum and conform to the terms of the Common Shares contained in the Company's Restated Articles of Incorporation. The Designated Shares, as and when issued and sold to the Purchaser pursuant to this Purchase Agreement, and upon receipt by the Company andof the Purchase Price therefor, when issued, sold and delivered in accordance with this Agreement, the Preferred Shares and the Warrants will be (i) duly and validly issued (in the case of the Preferred Shares and the Warrants)outstanding, fully paid and nonassessable non-assessable, will not be subject to any preemptive or similar right except for certain anti-dilution adjustments, and the Purchaser or the Purchaser's nominee will receive good and valid record title to the Shares, free and clear of any adverse claim (as defined in the case Uniform Commercial Code), except such as may have been created by the Purchaser. No consent or approval by the shareholders of the Preferred SharesCompany or of any other person is required to be obtained by the Company for the consummation of the issuance, sale and delivery of the Designated Shares to the Purchaser pursuant to this Purchase Agreement, subject to applicable securities and blue sky laws. As and from the expiration of the Restricted Period (as defined in Section 4.3.(a) of this Purchase Agreement), (i) each stock certificate representing any of the Shares shall be free of any type of restrictive legend, including, but not limited to, the legend set forth in Section 4.4 of this Purchase Agreement, and (ii) free from all taxes, liens and charges with respect subject to the issue thereofprovisions of Section 4 of this Purchase Agreement, and the Shares represented by each such stock certificate shall not be subject to preemptive rights any "stop transfer" or other similar rights of stockholders of order at American Stock Transfer and Trust Company, the Company transfer agent for the Common Shares, or any liens or encumbrances and (iii) entitled to the rights set forth in the Certificate and the Warrants, as the case may be. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law successor transfer agent thereto (the “DGCL”"Transfer Agent"), the rules and regulations of the National Association of Securities Dealers Automated Quotation Systems (the “NASDAQ”) or the consent of any other party will be required for the issuance of the Securities. The Conversion Shares have been duly authorized and reserved by the Company and, when issued upon conversion of the Preferred Shares in accordance with the Certificate, will be validly issued, fully paid and nonassessable. At the Closing, except in connection with the vote of the common stockholders as may be required under Section 5(d)(vi) of the Certificate, no further approval or authority of the stockholders or the Board of Directors under the DGCL, the rules and regulations of the NASDAQ or the consent of any other party other than the approval of the Nasdaq National Market of the listing of such shares of Common Stock, will be required for the issuance of the Conversion Shares. The Warrant Shares have been duly authorized and reserved by the Company and, when issued upon exercise of the Warrant in accordance with the terms of the Warrant, will be validly issued, fully paid and nonassessable.

Issuance and Delivery of the Shares. The Securities Company hereby represents and warrants that the Shares, when issued by the Company pursuant to Section 1, have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the Preferred Shares and the Warrants will be (i) validly issued (in the case of the Preferred Shares and the Warrants), fully paid and nonassessable (in the case of the Preferred Shares), (ii) free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or other similar rights of stockholders of the Company or any liens or encumbrances and (iii) entitled to the rights set forth in the Certificate and the Warrants, as the case may be. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the “DGCL”), the rules and regulations of the National Association of Securities Dealers Automated Quotation Systems (the “NASDAQ”) or the consent of any other party will be required for the issuance of the Securities. The Conversion Shares have been duly authorized and reserved by the Company and, when issued upon conversion of the Preferred Shares in accordance compliance with the Certificateprovisions of this Agreement, will be validly issued, fully paid and nonassessable. At nonassessable and free from all preemptive or similar rights, taxes, liens and charges and other encumbrances with respect to the Closing, except in connection issue thereof with the vote Holder thereof being entitled to all rights accorded to a holder of Common Stock and the issuance by the Company of the common stockholders as may Shares, when issued by the Company pursuant to Section 1, will be required exempt from registration under the Securities Act by virtue of Section 5(d)(vi3(a)(9) thereof. The Shares will not bear any restrictive legend and will be freely tradable without any restrictions or limitations under applicable securities laws, rules and regulations. Assuming the accuracy of the representations of the Holder contained herein, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the CertificateSecurities Act, no further approval or authority the holding period of the stockholders or respective Remaining Preferred Shares may be tacked on to the Board of Directors under the DGCL, the rules and regulations holding period of the NASDAQ respective Exchange Shares they are exchanged for. The Company agrees, as of the date of this Agreement, that the registration statement registering the Conversion Shares for resale by the Holder (the "Resale Registration Statement") is effective and available for use and the Company will use its best efforts to ensure that the Resale registration Statement remains effective for as long as the Conversion Shares remain restricted and in possession of the Holder. The Company agrees not to take any position contrary to this Section 3(c) for purposes of Section 3(a)(9) or Rule 144 of the consent Securities Act. The Company agrees to take all actions, including, without limitation, retaining legal counsel to assist with the preparation of any necessary legal opinions, required to issue the Shares free of any restrictive legend and to allow them to be freely tradable on NYSE MKT LLC, without the need for further action by the Holder, except with respect to the delivery of any certificates, certifications or other party other than the approval similar reasonably necessary assistance of the Nasdaq National Market of the listing of such shares of Common Stock, will be Holder required for the such issuance of the Conversion Shares. The Warrant Shares have been duly authorized and reserved by the Company and, when issued upon exercise of the Warrant in accordance with the terms of the Warrant, will be validly issued, fully paid and nonassessableor un-restriction.