Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder equity securities issuable under this Agreement are duly authorized and, upon payment when issued and issuance paid for in accordance with the terms hereofLoan Documents, shall will be free and clear from all taxes, Liens and charges Encumbrances with respect to the issuance thereofissue thereof and shall not be subject to preemptive rights or similar rights of stockholders. The Series A Shares shall be entitled to all the rights and preferences set forth in the Certificate of Designations. As of the Closing Effective Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion shall have been duly authorized and reserved for issuance which equals 130% of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for issuable upon conversion of the Preferred Shares and issuable upon exercise of the WarrantWarrants. Upon exercise and issuance in accordance with the Warrants, as the case may be, will Warrant Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each . Upon conversion of the representations Preferred Shares and warranties made by the Purchaser issuance of shares of Common Stock in accordance with the Certificate of Designations, the shares of Common Stock shall be validly issued, fully paid and set forth in Article IV hereof (nonassessable and assuming no change in applicable law and no unlawful distribution free from all Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. As of the Securities by the Purchaser or other Persons)Effective Date, the issuance by Certificate of Designations shall have been filed with the Company to the Purchaser Secretary of State of the Securities is exempt from registration under State of Nevada and shall be in full force and effect, enforceable against the Securities ActBorrower in accordance with its terms and shall not have been amended.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Preferred Shares, the Warrants and the Closing Exercise Shares are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance thereof. As issue thereof and, as of the Closing Date, the Company has authorized and has reserved free of preemptive Preferred Shares shall be entitled to the rights and other similar contractual rights preferences set forth in the Certificate of stockholdersDesignations. As of the Closing, a number of its authorized but unissued shares of Class A Common Stock equal to one hundred percent (100%) shall have been duly authorized and reserved for issuance which equals or exceeds 130% of the aggregate of the maximum number of shares of Class A Common Stock to effect the conversion of the Preferred Shares Stock: (the “Conversion Shares”i) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for issuable upon conversion of the Preferred Shares as of the trading day immediately preceding the Closing Date and (ii) issuable upon exercise of the WarrantWarrants as of the trading day immediately preceding the Closing Date. Upon issuance or conversion in accordance with the Certificate of Designations or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the shares of Class A Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities Preferred Shares, Warrants and Closing Exercise Shares is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Preferred Shares, the Common Shares and the Warrants are duly authorized and, and upon payment and issuance in accordance with the terms hereof, of the Transaction Documents shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than the sum of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%i) 130% of the aggregate maximum number of shares of Common Stock to effect issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares (set forth in the “Conversion Shares”Certificate of Designations) and one hundred percent (ii) 100%) % of the aggregate maximum number of shares of Common Stock to effect issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrant (Warrants set forth in the “Warrant Shares”Warrants). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon . Upon issuance or conversion in accordance with the Certificate of Designations or exercise in accordance with the Preferred Shares and exercise of the WarrantWarrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of . Subject to the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyers in this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are As of the Closing, the Common Shares and ---------------------- the Preferred Shares will have been duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereofthereof and (iii) with respect to the Preferred Shares, entitled to the rights and preferences set forth in the respective Certificates of Designations. As of the Closing DateClosing, the Company has authorized and has reserved free at least 125% of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate that number of shares of Common Stock to effect the issuable upon conversion of all the Preferred Shares outstanding immediately following the Closing (without regard to any limitations on conversions, but subject to adjustment pursuant to the “Conversion Shares”Company's covenant set forth in Section 4(d) below) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares. Upon conversion or issuance in accordance with the applicable Certificates of Designations, the Conversion Shares and exercise of the WarrantDividend Shares, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the . The issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing DateClosing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued 51,000,000 shares of Common Stock equal to one hundred percent (100%) shall have been duly authorized and reserved for issuance. As of the aggregate Stockholder Approval Date, a number of shares of Common Stock to effect the conversion shall have been duly authorized and reserved for issuance which equals 130% of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate maximum number of shares of Common Stock issuable (i) as Interest Shares pursuant to effect the exercise terms of the Warrant Notes, (the “Warrant Shares”). (bii) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares Notes and (iii) upon exercise of the WarrantWarrants. Upon conversion in accordance with the Notes or exercise in accordance with the Warrants, as the case may be, the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth each Buyer in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Section 2, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof. As of thereof and (iii) entitled to the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights preferences set forth in the Certificate of stockholders, a number of its authorized but unissued Designation. At least 30,000,000 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company’s covenant set forth in Section 4(c) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares and exercise of the WarrantWarrants. Upon conversion or exercise in accordance with the Certificate of Designation or the Warrants, as the case may be, the Conversion Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the . The issuance by the Company to the Purchaser 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. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred twenty-five percent (100125%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant Warrants (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the WarrantWarrants, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect issuable upon the full conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect issuable upon the full exercise of the Warrant (the “Warrant Shares”)Warrant. (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereofof the applicable Transaction Documents, shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof, other than any liens or encumbrances created by or imposed by the Buyers, and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. As of the Closing DateClosing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 3,464,598 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(e) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”this Agreement) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares Notes and exercise of the WarrantWarrants. Upon conversion or issuance in accordance with the terms of the Notes or upon exercise or issuance in accordance with the terms of the Warrants, as applicable, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and nonassessable non-assessable and free from all taxes, Liens liens and charges with respect to the issue thereof, other than any liens or encumbrances created by or imposed by the Buyers, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Subject to the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of each of the Securities by the Purchaser or other Persons)Buyers in this Agreement, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities ActAct and applicable state securities laws.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares are duly authorized ---------------------- and, upon payment and issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof. As of issue thereof and (iii) entitled to the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights preferences set forth in the Statement of stockholders, a Designations. A number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) 200% of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for issuable upon conversion of the Preferred Shares and exercise of the WarrantWarrants outstanding on the applicable Closing Date (after giving effect to the Preferred Shares and Warrants issued on such Closing Date and assuming all such outstanding Preferred Shares and Warrants were fully convertible or exercisable on such date regardless of any limitation on the timing or amount of such conversions or exercises) initially have been duly authorized and reserved for issuance (subject to adjustment pursuant to the Company's covenant set forth in Section 4(f) below) upon conversion of the Preferred Shares and upon exercise of the Warrants. Upon conversion or exercise in accordance with the Statement of Designations or the Warrants, as the case may be, the Conversion Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the . The issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV III hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes and the Warrants are duly authorized and, and upon payment and issuance in accordance with the terms hereof, of the Transaction Documents shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than the sum of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%i) 110% of the aggregate maximum number of shares of Common Stock to effect issuable upon conversion of the Notes (assuming for purposes hereof, that the Notes are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares (Notes set forth in the “Conversion Shares”Notes) and one hundred percent (100%) 110% of the aggregate maximum number of shares of Common Stock to effect issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrant (Warrants set forth in the “Warrant Shares”Warrants). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon . Upon issuance or conversion of in accordance with the Preferred Shares and Notes or exercise of in accordance with the WarrantWarrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of . Subject to the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyers in this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Common Shares and the Warrants are duly authorized and, and upon payment and issuance in accordance with the terms hereof, of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all taxespreemptive or similar rights, Liens mortgages, defects, claims, liens, pledges, charges, rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than 100% of preemptive rights and other similar contractual rights of stockholders, a the maximum number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) Warrant Shares initially issuable upon exercise of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares Warrants (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect without taking into account any limitations on the exercise of the Warrant (Warrants set forth therein). Upon issuance or exercise in accordance with the “Warrant Shares”). (b) The Conversion Shares and Warrants, the Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may beissued, will be validly issued, fully paid and nonassessable and free from all taxes, preemptive or similar rights or Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Subject to the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyer in this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Preferred Shares and the Warrants are duly authorized and, and upon payment and issuance in accordance with the terms hereof, of the Transaction Documents shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing DateAdditional Closing, the Company has reserved from its duly authorized and has reserved free capital stock not less than the sum of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%i) 120% of the aggregate maximum number of shares of Common Stock to effect issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares set forth in the Certificate of Designations), and (the “Conversion Shares”ii) and one hundred percent (100%) 120% of the aggregate maximum number of shares of Common Stock to effect issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrant (Warrants set forth in the “Warrant Shares”Warrants). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon . Upon issuance or conversion in accordance with the Certificate of Designations or exercise in accordance with the Preferred Shares and exercise of the WarrantWarrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of . Subject to the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyers in this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect issuable upon the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the full exercise of the Warrant (the “Warrant Shares”)Warrant. (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, Warrant will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The issuance of the Securities to be issued hereunder are have been duly authorized and, and upon payment and issuance in accordance with the terms hereofof the Transaction Documents, (i) the Warrants will be validly executed, authenticated, issued, sold, and delivered and will constitute the legal, valid, and binding obligations of the Company and (ii) the Warrant 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, Liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing Dateapplicable Closing, the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than 100% of preemptive rights and other similar contractual rights the sum of stockholders, a the maximum number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) Warrant Shares issuable upon exercise of the aggregate number of shares of Common Stock to effect the conversion Warrants as of the Preferred Shares Exercise Price (as defined in the “Conversion Shares”Warrants) then in effect, and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect any such exercise shall not take into account any limitations on the exercise of the Warrant Warrants set forth in the Warrants). Upon issuance or exercise in accordance with the Warrants (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be), the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all taxes, preemptive or similar rights or Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder are issuance of the Notes and the Warrants have been duly authorized and, and upon payment and issuance in accordance with the terms hereof, of the Transaction Documents shall be validly issued and free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) capital stock not less than 300% of the aggregate maximum number of shares of Common Stock to effect issuable upon conversion of the Notes and exercise of the Warrants (assuming for purposes hereof, that the Notes are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) Notes as set forth therein), determined as if issued as of the aggregate Trading Day immediately preceding the applicable date of determination. Except as otherwise provided in the Warrants, if the reserve falls below such 300%, the Company will increase the Company’s authorized Common Stock so that the Company shall have enough authorized shares to reserve 300% of the number of shares of Common Stock to effect issuable upon conversion of the Notes and exercise of the Warrants. Upon issuance or conversion in accordance with the Notes or the exercise of the Warrant Warrants and payment of the exercise price under the Warrants (including by Cashless Exercise) thereunder, the “Warrant Shares”). (b) The Conversion Shares and the Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may berespectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 3.2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued issuance of the June Warrants hereunder are is duly authorized and, and upon payment and issuance in accordance with the terms hereof, of this Agreement and the June Warrants shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, Liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of capital stock not less than the aggregate maximum number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect issuable upon the exercise of the Warrant June Warrants issuable hereunder (without taking into account any limitations on the “Warrant Shares”exercise of the June Warrants set forth therein). (b) The Conversion Shares and . Upon exercise in accordance with the June Warrants, the June Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may beissued, will be validly issued, fully paid and nonassessable and free from all taxes, preemptive or similar rights or Liens and charges with respect to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Subject to the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Holder in this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is June Warrants and the June Warrant Shares are exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereofof the applicable Transaction Documents, shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof, other than any liens or encumbrances created by or imposed by the Buyers, and shall not be subject to preemptive rights or other similar rights of shareholders of the Company. As of the Closing DateClosing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 2,546,072 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company’s covenant set forth in Section 4(e) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”this Agreement) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares and exercise Notes. Upon issuance of the WarrantNotes in accordance with this Agreement and conversion or issuance in accordance with the terms of the Notes, as the case may be, Conversion Shares will be validly issued, fully paid and nonassessable non-assessable and free from all taxes, Liens liens and charges with respect to the issue thereof, other than any liens or encumbrances created by or imposed by the Buyers, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Subject to the accuracy of each of the representations and warranties made by of each of the Purchaser and set forth Buyers in Article IV hereof (this Agreement and assuming no change in applicable law and no unlawful distribution that Xxxxx Xxxxxxx has not conducted a general solicitation within the meaning of the Securities by Act with respect to the Purchaser or other Persons)Securities, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities ActAct and applicable state securities laws.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof. As of thereof and (iii) entitled to the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights preferences set forth in the Certificate of stockholders, a number of its authorized but unissued Designation. At least 24,250,000 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company’s covenant set forth in Section 4(c) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares and exercise of the WarrantWarrants. Upon conversion or exercise in accordance with the Certificate of Designation or the Warrants, as the case may be, the Conversion Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the . The issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 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 under the 1933 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. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect issuable upon the full conversion of the Preferred Shares (the “Conversion Shares”) and New Debentures and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect issuable upon the full exercise of the Warrant (the “Warrant Shares”)Warrants. (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and New Debentures and exercise of the WarrantWarrants, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder Shares are duly authorized and, upon payment and issuance in accordance with at the terms hereofClosing at which they are issued, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereofthereof and (iii) entitled to the rights and preferences set forth in the Articles of Amendment. As of the Closing DateInitial Closing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 2,000,000 shares of Common Stock equal (subject to one hundred percent (100%adjustment as provided in the Articles of Amendment) will have been duly authorized and reserved for issuance upon conversion of the aggregate number of Shares and 2,000,000 shares of Common Stock (subject to effect adjustment as provided in the conversion of the Preferred Shares (the “Conversion Shares”Warrants) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the will have been duly authorized for issuance upon exercise of the Warrant (Warrants. Upon conversion in accordance with the “Warrant Shares”). (b) The Articles of Amendment or issuance in accordance with the Warrants, the Conversion Shares and the Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the . The issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereofof the applicable Transaction Documents, shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, Liens liens and charges with respect to the issuance thereofthereof (other than any such taxes, liens and charges created by any Buyer or assignee or transferee), and shall not be subject to pre-emptive rights or other similar rights of shareholders of the Company. As of the Closing DateClosing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 1,757,002 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(f) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares Debentures and exercise of the WarrantWarrants. Upon conversion or issuance in accordance with the Debentures or the Warrants, as applicable, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and nonassessable non-assessable and free from all taxes, Liens liens and charges with respect to the issue thereofthereof (other than any such taxes, liens and charges created by any Buyer or any assignee or transferee), with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Based, in part, on reliance on the accuracy representations and warranties of each of the representations and warranties made by Buyers in the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Transaction Documents, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereofof the applicable Transaction Documents, shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof, (other than any such taxes, liens and charges created by any Buyer or assignee or transferee of a Buyer) and shall not be subject to pre-emptive rights or other similar rights of shareholders of the Company. As of the Closing DateClosing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 11,792,404 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(f) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Debentures, for Interest Shares and exercise of the WarrantWarrants and up to 293,805 shares of Common Stock will have been duly authorized and reserved for issuance upon exercise of the GKM Warrants. Upon conversion or issuance in accordance with the Debentures or the Warrants, as applicable, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and nonassessable non-assessable and free from all taxes, Liens liens and charges with respect to the issue thereof, (other than any such taxes, liens and charges created by any Buyer or assignee or transferee) with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Based, in part, on reliance on and the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of each of the Securities by Buyers in the Purchaser or other Persons)Transaction Documents, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Debentures, the Warrants and the Placement Agent Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect shall have been duly authorized and reserved for issuance which equals at least 110% of the maximum number of shares Common Stock issuable upon conversion of the Debentures (assuming for purposes hereof, that the Debentures are convertible at the initial Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares (Debentures set forth in the “Conversion Shares”Debentures) and one hundred percent (100%) upon exercise of the aggregate number Warrants and the Placement Agent Warrants (without taking into account of shares of Common Stock to effect any limitations on the exercise of the Warrant (Warrants set forth in the “Warrant Shares”Warrants). (b) The Conversion Shares . Upon issuance or conversion in accordance with the Debentures or exercise in accordance with the Warrants and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the WarrantPlacement Agent Warrants, as the case may be, and payment of the consideration set forth in this Agreement, the Debentures, the Warrants and the Placement Agent Warrants, the Conversion Shares, the Warrant Shares and the Placement Agent Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder Notes are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersapplicable Closing, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect shall have been duly authorized and reserved for issuance which equals the conversion sum of 120% of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock issuable upon conversion of, or as payment for interest on, the Notes to effect be issued at such Closing and 100% of the number of shares of Common Stock issuable upon exercise of the Warrant Warrants to be issued at such Closing (subject to adjustment pursuant to the “Warrant Shares”Company covenants set forth in the Notes and the Warrants). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon . Upon conversion of or exercise in accordance with the Preferred Shares and exercise of Notes or the WarrantWarrants, as the case may be, and upon issuance of the Interest Shares as interest on the Notes, the Conversion Shares, the Warrant Shares and the Interest Shares, respectively, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Subject to the accuracy of each as to factual matters of the Buyers' representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Section 2, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Notes are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be (i) free from all taxes, taxes and Liens and charges with respect to the issuance thereofthereof and (ii) entitled to the rights set forth in the Notes. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued At least 2,000,000 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(f) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the reserved for issuance upon exercise of the Warrant (Initial Warrants and in connection with any Additional Closing, the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion Company will have reserved at least 110% of the Preferred number of Warrant Shares and issuable upon exercise of any Additional Warrants then issued. Upon conversion or exercise in accordance with the WarrantNotes or the Warrants, as the case may be, the Conversion Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, taxes and Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by of the Purchaser and Buyers set forth in Article IV hereof (Section 2(a), 2(b), 2(d), 2(i) and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons2(j), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act1933 Act and applicable state securities laws.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes and the Warrants are duly authorized andand are, upon payment and issuance in accordance with the terms hereofissuance, shall be validly issued and free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) shall have been duly authorized and one hundred percent (reserved for issuance which equals or exceeds 100%) % of the aggregate of the maximum number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). "Required Reserved Amount) (bi) The Conversion Shares and Warrant Shares, when issued and paid for issuable upon conversion of the Preferred Shares Notes, and (ii) upon exercise of the WarrantSeries A Warrants, without taking into account any limitations on the conversion of the Notes or exercise of the Warrants set forth in the Notes and Warrants, respectively). Upon conversion in accordance with the Notes or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Closing Shares are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, taxes and Liens and charges with respect to the issue issuance thereof, with the holders being entitled to all rights accorded to a holder of the shares of Common Stock. . Upon issuance and payment therefor in accordance with this Agreement, the Note will be duly authorized and shall be (ci) Assuming free from all taxes and Liens with respect to the accuracy issuance thereof and (ii) entitled to the rights set forth therein. At least 14,500,000 shares of each of Common Stock (subject to adjustment pursuant to the representations and warranties made by the Purchaser and Company’s covenant set forth in Article IV hereof (Section 4.7 below) have been duly authorized and assuming no change in applicable law and no unlawful distribution reserved for issuance upon exercise of the Securities by Warrant and conversion of the Purchaser Note. Upon conversion of the Note or other Persons)upon exercise in accordance with such Warrant, the issuance by Conversion Shares or Warrant Shares (as the Company case may be) will be validly issued, fully paid and nonassessable and free from all taxes and Liens with respect to the Purchaser issuance thereof, with the holders being entitled to all rights accorded to a holder of shares of Common Stock issued upon each such exercise, subject to restrictions on transfer pursuant to the Securities is exempt from registration under the Securities ActTransaction Documents and federal and state securities laws.

Issuance of Securities. (a) The Securities to be issued hereunder are issuance of the Preferred Shares and the Warrants have been duly authorized and, and upon payment and issuance thereof in accordance with the terms hereofof the Transaction Documents, the Preferred Shares and the Warrants shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free Common Stock not less than 12,000,000 of preemptive rights and other similar contractual rights of stockholders, a number the shares of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) for the conversion of Preferred Shares, the aggregate number issuance of Dividend Shares and the issuance of shares of Common Stock to effect the conversion upon exercise of all of the Preferred Shares (Warrants. Upon issuance in accordance with the “Conversion Shares”) and one hundred percent (100%) Certificate of Designations or exercise in accordance with the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the WarrantWarrants, as the case may be, the Conversion Shares, the Dividend Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of . Based on the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyers in this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant Warrants (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the WarrantWarrants, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV III hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereofthereof and (iii) as to the Preferred Shares, entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing DateInitial Closing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 10,315,715 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(f) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares and exercise of the WarrantWarrants. Upon conversion or issuance in accordance with the Certificate of Designations or the Warrants, as applicable, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Based, in part, on reliance on the accuracy representations and warranties of each of the representations and warranties made by Buyers in the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Transaction Documents, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Debentures and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than the sum of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%i) of the aggregate maximum number of shares of Common Stock to effect issuable upon conversion of the Debentures (assuming for purposes hereof, that the Debentures are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares (Debentures set forth in the “Conversion Shares”Debentures) and one hundred percent (100%ii) of the aggregate maximum number of shares of Common Stock to effect issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrant (Warrants set forth in the “Warrant Shares”Warrants). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon . Upon issuance or conversion of in accordance with the Preferred Shares and Debentures or exercise of in accordance with the WarrantWarrants, as the case may be, the Interest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth each Buyer in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Section 2, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Tranche A Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) shall have been duly authorized and one hundred percent (100%) reserved for issuance which equals or exceeds 150% of the aggregate of the maximum number of shares of Common Stock to effect the exercise of the Warrant Stock: (the “Warrant Shares”). (bi) The Conversion Shares and Warrant Shares, when issued and paid for issuable upon conversion of the Preferred Shares Notes pursuant to Section 3 of the Notes as of the trading day immediately preceding the Tranche A Closing Date (including all interest that would have accrued through the Final Maturity Date (as defined in the Notes) and (ii) issuable upon exercise of the WarrantWarrants as of the trading day immediately preceding the Tranche A Closing Date. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities Notes and Warrants is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereofthereof and (iii) as to the Preferred Shares, entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing DateInitial Closing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 16,552,170 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(f) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares and exercise of the WarrantWarrants. Upon conversion or issuance in accordance with the Certificate of Designations or the Warrants, as applicable, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Based, in part, on reliance on the accuracy representations and warranties of each of the representations and warranties made by Buyers in the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Transaction Documents, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Preferred Shares and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance thereofissue thereof and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds 120% of the aggregate of the maximum number of shares of Common Stock (i) issuable pursuant to effect the Put Option Agreement, (ii) upon conversion of the Preferred Shares (assuming for purposes hereof, that the “Preferred Shares are convertible at the Conversion Shares”Price (as defined in the Certificate of Designations)) and one hundred percent (100%iii) upon exercise of the aggregate number of shares of Common Stock to effect Warrants, without taking into account any limitations on the exercise of the Warrant (Warrants or the “Warrant Shares”). (b) The Conversion Shares and Warrant SharesPut Option Agreement, when issued and paid for upon set forth in the Warrants or Put Option Agreement, respectively. Upon issuance in accordance with the Put Option Agreement or conversion or exercise in accordance with the Certificate of the Preferred Shares and exercise of the WarrantDesignations or Warrants, as the case may be, the Common Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations . The offer and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than the sum of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%i) 130% of the aggregate maximum number of shares of Common Stock to effect the issuable upon conversion of the Preferred Shares Notes (assuming for purposes hereof, that the “Notes are convertible at the Conversion Shares”Price and without taking into account any limitations on the conversion or redemption of the Notes set forth in the Notes) and one hundred percent (100%ii) 130% of the aggregate maximum number of shares of Common Stock to effect issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrant (Warrants set forth in the “Warrant Shares”Warrants). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon . Upon issuance or conversion of in accordance with the Preferred Shares and Notes or exercise of in accordance with the WarrantWarrants, as the case may be, the Interest Shares, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations . The offer and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities issuance of the Notes, the Additional Investment Right Warrants and the Warrants and, subject to be issued hereunder Stockholder Approval, the issuance of the Conversion Shares and Warrant Shares are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Class A Common Stock equal to one hundred percent (100%) shall have been duly authorized and reserved for issuance which equals or exceeds 130% of the aggregate of the maximum number of shares of Class A Common Stock to effect the conversion of the Preferred Shares Stock: (the “Conversion Shares”i) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for issuable upon conversion of the Preferred Shares Notes pursuant to Section 3 of the Notes as of the trading day immediately preceding the Closing Date and (ii) issuable upon exercise of the WarrantWarrants as of the trading day immediately preceding the Closing Date. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Class A Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities Notes and Warrants is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes are duly authorized and, upon payment and issuance in accordance with the terms hereofissuance, shall be validly issued and free from all preemptive or similar rights, taxes, Liens liens, charges and charges other encumbrances with respect to the issuance issue thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares shall have been duly authorized and reserved for issuance which equals or exceeds (the “Conversion SharesRequired Reserved Amount”) and one hundred percent (100%) the sum of the aggregate maximum number of Conversion Shares issued and issuable pursuant to the Notes based on the Conversion Price (as defined in the Notes) (without taking into account any limitations on the issuance thereof pursuant to the terms of the Notes). As of the date hereof, there are 474,016,776 shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares authorized and Warrant Shares, when issued and paid for upon unissued. Upon conversion of the Preferred Shares and exercise of Notes in accordance with the WarrantNotes, as the case may be, the Conversion Shares will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens, charges and charges other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares and the Warrants are duly authorized and, upon issuance and payment and issuance therefor in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereofthereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and (iii) as to the Preferred Shares, entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing DateInitial Closing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued at least 2,955,038 shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(f) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) will have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares and exercise of the WarrantWarrants. Upon conversion or issuance in accordance with the Certificate of Designations or the Warrants, as applicable, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Based, in part, on reliance on the accuracy representations and warranties of each of the representations and warranties made by Buyers in the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Transaction Documents, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Common Shares and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be validly issued and free from all taxes, Liens liens and charges with respect to the issuance thereofissue thereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) shall have been duly authorized and one hundred percent (reserved for issuance which equals or exceeds 100%) % of the aggregate of the maximum number of shares of Common Stock to effect (the “Required Reserved Amount) issuable upon exercise of the Warrants, without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). Upon exercise in accordance with the Warrants, the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof. As of issue thereof and (iii) entitled to the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights preferences set forth in the Certificate of stockholders, a number of its authorized but unissued Designation. Two million two hundred eighty thousand (2,280,000) shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company's covenant set forth in Section 4(f) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”below) have been duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares and two hundred thousand (200,000) shares of Common Stock (subject to adjustment pursuant to the Company's covenant set forth in Section 4(f) below) have been duly authorized and reserved for issuance upon exercise of the WarrantWarrants. Upon conversion in accordance with the Certificate of Designation, as the case may beConversion Shares and, upon exercise in accordance with the Warrants, the Warrant Shares, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Based, in part, upon the accuracy of each representations, warranties and covenants of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyers contained herein, the issuance by the Company to the Purchaser of the Securities Preferred Shares and the Warrants, is exempt from registration under the Securities 1933 Act and the Conversion Shares and the Warrant Shares will be exempt from registration under the 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereofissuance, shall be validly issued and free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) shall have been duly authorized and one hundred percent (100%) reserved for issuance which equals or exceeds 130% of the aggregate of the maximum number of shares of Common Stock to effect (the "Required Reserved Amount) (i) issuable upon conversion of the Notes (without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrant Warrants set forth in the Warrants) and (iii) as Interest Shares pursuant to the “Warrant Shares”). (b) The Conversion Shares terms of the Notes. As of the date hereof, there are 72,894,813 shares of Common Stock authorized and Warrant Shares, when issued and paid for upon unissued. Upon conversion of the Preferred Shares and Notes or payment of Interest in accordance with the Notes or exercise of Warrants in accordance with the WarrantWarrants, as the case may be, the Conversion Shares, the Interest Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable nonassessable, freely tradable under applicable securities laws and without containing any restrictive legend, and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution Section 2 of the Securities by the Purchaser or other Persons)this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Debentures and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be are free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing DateClosing, except as set forth on Schedule 3(c), the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than the sum of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (i) 100%) % of the aggregate maximum number of shares of Common Stock to effect issuable upon conversion of the Debentures (assuming for purposes hereof, that the Debentures are convertible at the Conversion Price and without taking into account any limitations on the conversion of the Preferred Shares (Debentures set forth in the “Conversion Shares”Debentures) and one hundred percent (ii) 100%) % of the aggregate maximum number of shares of Common Stock to effect issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrant (Warrants set forth in the “Warrant Shares”Warrants). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon . Upon issuance or conversion of in accordance with the Preferred Shares and Debentures or exercise of in accordance with the WarrantWarrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth each Buyer in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Section 2, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares, the Exchange Notes and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As Upon the filing of the Closing DateCharter Amendment (as defined in Section 4(m) hereof) with the Delaware Secretary of State, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect which equals the conversion sum of 100% of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for issuable upon conversion of the Preferred Shares and the Exchange Notes and exercise of the WarrantWarrants to be issued at the First Closing will be duly authorized and reserved for issuance. Upon conversion, exercise or issuance in accordance with the terms of the Preferred Shares, the Exchange Notes and the Warrants, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyers contained in Section 2, the issuance by the Company to the Purchaser of the Securities is exempt from the registration under requirements of Section 5 of the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereofof the applicable Transaction Documents, shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, Liens liens and charges with respect to the issuance thereof, other than any liens or encumbrances created by or imposed by the Buyers, and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. As of the Closing DateClosing, at least 105% of the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect issuable upon the exercise of the Warrant (Warrants or the “Warrant Shares”). (b) The conversion of any Convertible Notes will have been duly authorized and reserved for issuance upon such exercise of the Warrants or conversion of the Convertible Notes, if any. Upon conversion or issuance in accordance with the terms of the Convertible Notes, if any, or upon the exercise or issuance in accordance with the terms of the Warrants, as applicable, the Conversion Shares and the Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and exercise of the Warrant, as the case may be, will be validly issued, fully paid and nonassessable non-assessable and free from all taxes, Liens liens and charges with respect to the issue thereof, other than any liens or encumbrances created by or imposed by the Buyers, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming . Subject to the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of each of the Securities by the Purchaser or other Persons)Buyers in this Agreement, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities ActAct and applicable state securities laws.

Issuance of Securities. (a) The Securities to be issued hereunder Notes and the Warrants are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof. As of the Closing Date, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholdersClosing, a number of its authorized but unissued shares of Company Common Stock equal to one hundred percent (100%) shall have been duly authorized and reserved for issuance which equals the sum of 130% of the aggregate maximum number of shares of Company Common Stock issuable upon conversion of, or as payment for interest on, the Notes to effect be issued at the conversion Closing and 100% of the Preferred Shares (the “Conversion Shares”) and one hundred percent (100%) of the aggregate number of shares of Company Common Stock to effect the issuable upon exercise of the Warrant (Warrants to be issued at the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon Closing. Upon conversion of or exercise in accordance with the Preferred Shares and exercise of Notes or the WarrantWarrants, as the case may be, and upon issuance of Interest Shares as interest on the Notes, the Conversion Shares, the Warrant Shares and the Interest Shares, respectively, will be validly issued, fully paid and nonassessable and free from all taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Company Common Stock. (c) . Assuming the accuracy of each of the Buyers representations and warranties made by the Purchaser and warrants set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Section 2 hereof, the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The Securities to be issued hereunder Preferred Shares are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall (i) will be validly issued, fully paid and non-assessable and not subject to preemptive rights, rights of first refusal or similar rights of any Person, and will be free from all taxes, taxes and Liens and charges 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 At the Closing DateClosing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued will have sufficient shares of Common Stock equal (subject to one hundred percent (100%adjustment pursuant to the Company’s covenant set forth in Section 5(e)) of the aggregate number of shares of Common Stock to effect the conversion of the Preferred Shares (the “Conversion Shares”) duly authorized and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the exercise of the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid reserved for issuance upon conversion of the Preferred Shares. Upon conversion in accordance with the Certificate of Designation, the Conversion Shares and exercise of the Warrant, as the case may be, 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 taxes, taxes and Liens and charges 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 the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the . The issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities ActAct and applicable state securities laws.

Issuance of Securities. (a) The Securities to be issued hereunder issuance of the Notes, the Preferred Shares and the Warrants are duly authorized and, and upon payment and issuance in accordance with the terms hereof, of the Transaction Documents shall be free from all taxes, Liens liens and charges with respect to the issuance issue thereof, and the Preferred Shares shall be entitled to the rights and preferences set forth in the Certificate of Designations. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free capital stock not less than the sum of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%i) 130% of the aggregate maximum number of shares of Common Stock to effect the issuable upon conversion of the Preferred Shares (assuming for purposes hereof, that the “Preferred Shares are convertible at the Conversion Shares”Price) and one hundred percent (ii) 100%) % of the aggregate maximum number of shares of Common Stock to effect the issuable upon exercise of the Warrant (Warrants. Upon issuance or conversion in accordance with the “Warrant Shares”). (b) The Conversion Shares and Warrant Shares, when issued and paid for upon conversion Certificate of Designations or exercise in accordance with the Preferred Shares and exercise of the WarrantWarrants, as the case may be, the Conversion Shares and the Warrant Shares, respectively, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, Liens liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of . Subject to the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)Buyers in this Agreement, the offer and issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities 1933 Act.

Issuance of Securities. (a) The issuance of the Securities to be issued hereunder are is duly authorized and, upon payment when issued and issuance delivered in accordance with the terms hereofof the Transaction Documents, the Securities shall be validly issued, fully paid and non-assessable, free from all preemptive or similar rights (including pursuant to that certain Pre-Emptive Rights Agreement, entered into as of May 10, 2017, by and among the Company and Total Delaware, Inc. (the “Pre-Emptive Rights Agreement”), mortgages, defects, claims, liens, pledges, charges, taxes, Liens rights of first refusal, encumbrances, security interests and charges other encumbrances (collectively “Liens”) with respect to the issuance thereof, and, in the case of the Notes, entitled to the benefits of the Indenture. As of the Closing DateClosing, the Company has shall have reserved from its duly authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, capital stock not less than a number of its authorized but unissued shares of Common Stock equal to fifty-one million five hundred percent sixty-seven thousand fifty (100%51,567,050) of the aggregate number of shares of Common Stock to effect satisfy the conversion Company’s obligation to issue shares of Common Stock under the Preferred Shares Notes and (the “Conversion Shares”ii) and one hundred percent twenty million (100%20,000,000) of the aggregate number of shares of Common Stock to effect satisfy the Company’s obligation to issue shares of Common Stock under the Warrants. Upon issuance or exercise of in accordance with the Warrant (the “Warrant Shares”). (b) The Conversion Shares and Warrant SharesIndenture, when issued and paid for upon conversion of the Preferred Shares and exercise of the WarrantNotes or Warrants, as applicable, the case may beUnderlying Shares when issued, will be validly issued, fully paid and nonassessable and free from all taxes, preemptive or similar rights (including pursuant to the Pre-Emptive Rights Agreement) or Liens and charges with respect to the issue thereofissuance thereof and, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons), the issuance by the Company to the Purchaser of the Securities is exempt from registration under the Securities Act.

Issuance of Securities. (a) The Securities to be issued hereunder are duly authorized and, upon payment and issuance in accordance with the terms hereof, shall be free from all taxes, Liens and charges with respect to the issuance thereof. As of the Closing DateClosing, the Company has authorized and has reserved free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred percent (100%) necessary for the issuance of the aggregate number of all shares of Common Stock to effect the issuable upon conversion of the Preferred Shares Debentures (the “Conversion "Debenture Shares”") and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the issuable upon exercise of the Warrant Warrants (the “"Warrant Shares”"). (b) All actions by the board of directors of the Company (the "Board"), the Company and its stockholders necessary for the valid issuance of the Debenture Shares and the Warrant Shares pursuant to the terms of the Debentures and the Warrants, respectively, has been taken. (c) The Conversion Debenture Shares and Warrant Shares, when issued and paid for upon conversion of the Preferred Shares and Debentures or exercise of the WarrantWarrants, as the case may berespectively, will be validly issued, fully paid and nonassessable and free from all taxes, Liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Common Stock. (c) . Assuming the accuracy of each of the representations and warranties made by the Purchaser and set forth in Article IV hereof (and assuming no change in applicable law and no unlawful distribution of the Securities by the Purchaser or other Persons)hereof, the issuance by the Company to the Purchaser Purchasers of the Securities is exempt from registration under the Securities Act.