Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve from its duly authorized capital stock the shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities Convertible Debentures are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities Convertible Debentures shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each the Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are Preferred Shares is duly authorized andauthorized, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. As of each Closing Date, the Company shall commit to reserve from its duly authorized capital stock the shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debenturesterms of the Series A Certificate of Designations, the Series A Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon conversion in accordance with the terms of the Series B Certificate of Designations, the Series B Conversion Shares, when issued, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Holder in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”).

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock (i) all Warrant Shares, and not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, the issuance or exercise in accordance with the Warrant, the Conversion Shares and the Warrant Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are Preferred Shares was duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to thereto and the issuance thereofPreferred Shares are fully paid and nonassessable. As Immediately following the effectiveness of each Closing Datethe Third Lien Share Waiver, the Company shall commit to reserve have reserved from its duly authorized (but unissued) capital stock not less than the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures the Preferred Shares (assuming for purposes hereof hereof, that (x) such Convertible Debentures the Preferred Shares are convertible at the Conversion Price Rate (as defined therein) as in the Certificate of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth thereinDesignations)). Upon issuance or conversion in accordance with the Convertible DebenturesCertificate of Designations, the Conversion Shares when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming that the representations and warranties of the Buyers set forth in clauses (b), (c) and (e) of Section 2 herein are true, the offer and issuance by the Company of the Securities being sold by it are exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Securities Senior Notes and the Preferred Stock are duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claimstaxes, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests charges and other encumbrances (collectively “Liens”) with respect to the issuance issue thereof. As of each Closing Datethe obtaining of Stockholder Approval, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 133% of the shares maximum number of Common Stock Conversion Shares issuable upon conversion of all Convertible Debentures the Preferred Stock (assuming for purposes hereof that (x) such Convertible Debentures are the Preferred Stock is convertible at the initial Conversion Price (as defined therein) as in the Certificate of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth thereinDesignations)). Upon issuance or conversion in accordance with the Convertible DebenturesPreferred Stock and upon obtaining Stockholder Approval, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Class A common stock of the Company, par value $0.01 per share (the “Common Stock”). Subject to the accuracy of the representations and warranties of Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively collectively, “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price (as defined therein)). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are Preferred Shares is duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing DateClosing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than the shares sum of Common Stock 200% of the maximum number of Conversion Shares issuable upon conversion of all Convertible Debentures the Preferred Shares (assuming for purposes hereof that (x) such Convertible Debentures the Preferred Shares are convertible at the initial Alternate Conversion Price (as defined therein) as in the Certificate of the date of determinationDesignations), and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Preferred Shares set forth thereinin the Certificate of Designations). Upon issuance or conversion in accordance with the Convertible DebenturesPreferred Shares, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. All corporate action required to be taken for the authorization, issuance and sale of the Preferred Shares and the Conversion Shares has been duly and validly taken.

Issuance of Securities. The issuance of the Securities Convertible Debentures are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents Documents, the Securities Convertible Debentures shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities Convertible Debentures are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents Documents, the Securities Convertible Debentures shall be validly issued, fully paid and non-assessable non­assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities Convertible Debentures are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities Convertible Debentures shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively collectively, “Liens”) with respect to the issuance thereof. As of each Closing DateDate (other than the Closing Dates for the Fourth Closing and the Fifth Closing), the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price (as defined therein)). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each the Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the shares maximum number of Common Stock Shares issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares.

Issuance of Securities. The issuance of the Securities Preferred Shares are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities hereof, shall be (i) validly issued, fully paid and non-assessable and assessable, (ii) free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests liens and other encumbrances (collectively “Liens”) charges with respect to the issuance thereofthereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. As of each Closing Date, the Company shall commit to reserve from its duly authorized capital stock the At least 30,000,000 shares of Common Stock issuable (subject to adjustment pursuant to the Company’s covenant set forth in Section 4(c) below) have been duly authorized and reserved for issuance upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as Preferred Shares and exercise of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein)Warrants. Upon issuance conversion or conversion exercise in accordance with the Convertible DebenturesCertificate of Designation or the Warrants, as the case may be, the Conversion Shares when issued, and the Warrant Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens taxes, liens and charges with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance by the Company of the Securities is exempt from registration under the Securities Act. The offer and sale by the Company of the Preferred Shares and the Warrants is being made in reliance upon the exemption from registration set forth in Rule 506 of Regulation D and/or Regulation S under the Securities Act and is only being made to “accredited investors” that meet the requirements of Rule 501(a) of Regulation D and similar exemptions under state law.

Issuance of Securities. The issuance of the Securities Notes and the Warrants are duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 200% of the shares sum of Common Stock (i) the maximum number of Conversion Shares issuable upon conversion of all Convertible Debentures the Notes (assuming for purposes hereof that (x) such Convertible Debentures the Notes are convertible at the Alternate Conversion Price (as defined thereinin the Notes) as of the date of determination, Closing Date and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Convertible DebenturesNotes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock (i) all Warrant Shares, and not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, or exercise in accordance with the Warrants, the Conversion Shares and/or Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 100% of the maximum number of shares of Common Stock ADSs issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockADSs.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each the Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock maximum number of Ordinary Shares not less than 100% of the shares maximum number of Common Stock Ordinary Shares issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockOrdinary Shares.

Issuance of Securities. The issuance of the Securities Convertible Debenture, Conversion Shares, the Warrant and the Warrant Shares are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents Documents, the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rightsrights (except as disclosed in the SEC Documents (as defined below)), mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than the sum of (i) the Warrant Shares, plus (ii) 300% of the maximum number of shares of Common Stock issuable upon conversion of all the Convertible Debentures Debenture (assuming for purposes hereof that (x) such the Convertible Debentures are Debenture is convertible at the Conversion Price (as defined therein) as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Debenture set forth therein). Upon issuance issuance, conversion or conversion exercise in accordance with the Convertible DebenturesDebenture and the Warrant (as applicable), the Conversion Shares and the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights (except as disclosed in the SEC Documents) or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are is duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents Documents, the Securities shall be validly issued, fully paid paid, and non-assessable nonassessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests interests, and other encumbrances (collectively collectively, the “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock (i) that number of shares of Common Stock issuable upon the exercise of the Warrant in full, i.e., all of the Warrant Shares and (ii) not less than 500% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (xA) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, determination and (yB) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, and the exercise of the Warrants, the Conversion Shares and Warrant Shares, when issued, will be validly issued, fully paid paid, and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities Convertible Debentures are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities Convertible Debentures shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are is duly authorized and, upon issuance and payment when issued and delivered in accordance with the terms of the Transaction Documents Documents, the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved for any issuance of Note Shares from its duly authorized capital stock the not less than a number of shares of authorized but unissued Common Stock issuable upon conversion equal to the sum of two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding Principal Amount plus an amount equal to all Convertible Debentures interest accruable on such outstanding Principal Amount through the Maturity Date (assuming for purposes hereof that (x) such Convertible Debentures are convertible at as defined in the Conversion Notes), and the denominator of which shall be the Market Stock Payment Price (as defined therein) as of in the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth thereinNotes). Upon The Note Shares (upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares when issuedNotes), will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are is duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock maximum number of Ordinary Shares not less than 100% of the shares maximum number of Common Stock Ordinary Shares issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockOrdinary Shares.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each the First Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the shares maximum number of Common Stock Ordinary Shares issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder shareholder of Common Stockthe Company.

Issuance of Securities. The issuance of the Securities are Preferred Shares is duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than the shares sum of Common Stock 200% of the maximum number of Conversion Shares issuable upon conversion of all Convertible Debentures the Preferred Shares (assuming for purposes hereof that (x) such Convertible Debentures the Preferred Shares are convertible at the initial Conversion Price (as defined therein) as in the Certificate of the date of determinationDesignations), and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Preferred Shares set forth thereinin the Certificate of Designations). Upon issuance or conversion in accordance with the Convertible DebenturesPreferred Shares, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. All corporate action required to be taken for the authorization, issuance and sale of the Preferred Shares, the Warrants and the Conversion Shares has been duly and validly taken.

Issuance of Securities. The issuance of the Securities are is duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents Documents, the Securities shall be validly issued, fully paid paid, and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests interests, and other encumbrances (collectively collectively, the “Liens”) with respect to the issuance thereof. As of each the Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock (i) that number of shares of Common Stock issuable upon the exercise of the Warrant in full, i.e., all of the Warrant Shares and (ii) not less than 500% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures Debenture (assuming for purposes hereof that (xA) such Convertible Debentures are Debenture is convertible at the Conversion Price (as defined therein) as of the date of determination, determination and (yB) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Debenture set forth therein). Upon issuance or conversion in accordance with the Convertible DebenturesDebenture, and the exercise of the Warrant, the Conversion Shares and Warrant Shares, when issued, will be validly issued, fully paid paid, and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities Notes are duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than two hundred percent (200%) of the shares maximum number of Common Stock Conversion Shares issuable upon conversion of all Convertible Debentures the Notes (assuming for purposes hereof that (xi) such Convertible Debentures are convertible interest on the Notes shall accrue through the first anniversary of the Closing Date and will be converted in shares of Common Stock at the Conversion Price Price, and (as defined therein) as of the date of determination, (yii) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Notes set forth thereinin the Notes). Upon issuance or conversion in accordance with the Convertible DebenturesNotes, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. The issuance of the Securities are has been duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities Notes, the Commitment Shares, and the Warrants are duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively collectively, “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock Ordinary Shares not less than the shares sum of Common Stock (i) the maximum number of Conversion Shares issuable upon conversion of all Convertible Debentures the Notes (assuming for purposes hereof that (x) such Convertible Debentures the Notes are convertible at the initial Conversion Price (as defined therein) as of in the date of determinationNotes), and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion in accordance with the Convertible DebenturesNotes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockOrdinary Shares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Securities Convertible Debentures, the Conversion Shares, the Warrants, and the Warrant Shares are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents Documents, the Securities Securities, when issued in accordance with the terms hereof and thereof shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, and all mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances arising by or through the Company (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures to be issued hereunder (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Market Conversion Price (as defined therein) as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein), and 100% of the number of Warrant Shares issuable upon exercise of the Warrants. Upon issuance or conversion in accordance with the Convertible Debentures, the holders of Conversion Shares when issued, will shall be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares and upon issuance or exercise in accordance with the Warrants, the holders of Warrant Shares shall be entitled to all rights accorded to a holder of Common Shares.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein), and (ii) all Warrant Shares. Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities Preferred Shares are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities Preferred Shares shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “"Liens”") with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures Preferred Shares (assuming for purposes hereof that (x) such Convertible Debentures Preferred Shares are convertible at the Conversion Price (as defined thereinin the Statement of Designations) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Preferred Shares set forth thereinin the Statement of Designations). Upon issuance or conversion in accordance with the Convertible Debentures, Statement of Designations the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock (i) all Warrant Shares, and not less than (ii) 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance issuance, conversion or conversion exercise (as applicable) in accordance with the Convertible DebenturesDebentures and the Warrants, the Conversion Shares and Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable nonassessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the shares maximum number of Common Stock Shares issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible DebenturesDebentures or Warrants, the Conversion Shares Shares, or Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockShares.

Issuance of Securities. The issuance of the Securities Preferred Shares are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall hereof, (i) will be validly issued, fully paid and non-assessable and free from all not subject to preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusalrefusal or similar rights of any Person, encumbrances, security interests and other encumbrances (collectively “Liens”) will be free from all taxes and Liens with respect to the issuance thereofthereof (other than Liens arising pursuant to applicable securities laws or the Transaction Documents) and (ii) the holders thereof will be entitled to the rights set forth in the Certificate of Designation. As of each Closing DateAt the Closing, the Company shall commit to reserve from its duly authorized capital stock the will have sufficient shares of Common Stock issuable (subject to adjustment pursuant to the Company’s covenant set forth in Section 5(e)) duly authorized and reserved for issuance upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein)Preferred Shares. Upon issuance or conversion in accordance with the Convertible DebenturesCertificate of Designation, the Conversion Shares when issued, will be validly issued, fully paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person, and will be free from all preemptive or similar rights or taxes and Liens with respect to the issue thereofthereof (other than Liens arising pursuant to applicable securities laws or the Transaction Documents), with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance by the Company of the Securities is exempt from registration under the Securities Act and applicable state securities laws.

Issuance of Securities. The issuance of the Securities are is duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than (i) the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Floor Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, other than the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The issuance of the Securities are Debenture is duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the Securities Documents, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each the Closing Date, the Company shall commit to reserve have reserved from its duly authorized share capital stock not less than 150% of the shares maximum number of Common Stock Conversion Shares issuable upon conversion of all Convertible Debentures the Debenture (assuming for purposes hereof that (x) such Convertible Debentures the Debenture are convertible at the Standard Conversion Price (as defined thereinin the Debenture) as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Debenture set forth thereinin the Debenture). Upon issuance or conversion in accordance with the Convertible DebenturesDebenture, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common StockShares. Subject to the accuracy of the representations and warranties of Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Securities Notes are duly authorized and, and upon issuance and payment in accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Datethe Closing, the Company shall commit to reserve have reserved from its duly authorized capital stock for issuance pursuant to the Notes (i) prior to the Stockholder Approval Date, 9,259,953 shares of Common Stock Stock1, and (ii) from and after the Stockholder Approval Date, not less than the maximum number of Conversion Shares issuable upon conversion of all Convertible Debentures the Notes (assuming for purposes hereof that (x) such Convertible Debentures the Notes are convertible at the Conversion Floor Price (as defined therein) as of in the date of determinationNotes), (y) interest on the Notes shall accrue through the second anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price equal to the Floor Price and (z) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures Notes set forth thereinin the Notes). Upon issuance or conversion in accordance with the Convertible DebenturesNotes, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.

Issuance of Securities. The issuance of the Securities are has been duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents Documents, the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall commit to reserve have reserved from its duly authorized capital stock not less than 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Price (as defined therein) as of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, including the Floor Price). Upon issuance or conversion in accordance with the Convertible Debentures, the Conversion Shares Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.