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

Issuance of the Shares and the Warrant. The Shares and the Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and will, at all times while the Shares and the Warrant are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three years and all dividends are paid in shares of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and Warrant. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant are collectively referred to herein as the "Underlying Shares." The Shares, the Warrant and the Underlying Shares are collectively, the "Securities." When issued in accordance with the Certificate of Designation and the Warrant, in accordance with their respective terms, the Underlying Shares shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrant. The Shares and the Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and will, at all times while the Shares and the Warrant are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate Articles of Designation Amendment and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three years and all dividends are paid in shares of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and Warrant. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant are collectively referred to herein as the "Underlying Shares." The Shares, the Warrant and the Underlying Shares are are, collectively, the "Securities." When issued in accordance with the Certificate -3- Convertible Preferred Stock Purchase Agreement Articles of Designation Amendment and the Warrant, in accordance with their respective terms, the Underlying Shares shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrant. The Shares and the Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been will be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and willand, at all times while the Shares and the Warrant are outstanding, will maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares, Shares and the Warrant to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation Designations and the Warrant. Such number of reserved and available shares of Common Stock is shall be not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred were effected on the Original Issue Closing Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrant, and (iii) 175% of the number of shares Common Stock which would be issuable upon conversion of additional Shares issued as payment of dividends on the Shares (such additional Shares, the "Dividend Shares"), assuming each Share and Dividend Share is outstanding for three two years and all dividends are paid in shares the form of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and WarrantDividend Shares. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon Shares and Dividend Shares and upon exercise of the Warrant are collectively referred to herein as the "Underlying Shares." The Shares, the Dividend Shares, the Warrant and the Underlying Shares are collectively, collectively referred to herein as the "Securities." When issued in accordance with the Certificate of Designation Designations and upon exercise of the Warrant, in accordance with their respective terms, the Underlying Shares shall have been will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrant. The Shares (a) At the Closing, the Company shall issue and sell to the Lender, and the Warrant are duly authorizedLender shall purchase from the Company for consideration set forth herein, and, when issued and paid for in accordance with the terms hereof, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and will, at all times while the Shares and the Warrant are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of i) the Shares, to enable it to perform its conversionwhich shall, exercise and other obligations under this Agreementupon issuance, the Certificate of Designation and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three years and all dividends are paid in shares of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and Warrant. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant are collectively referred to herein as the "Underlying Shares." The Shares, the Warrant and the Underlying Shares are collectively, the "Securities." When issued in accordance with the Certificate of Designation and the Warrant, in accordance with their respective terms, the Underlying Shares shall have been duly authorized, validly issued, fully paid paid, nonassessable and nonassessable, free and clear of all Lienstaxes and Liens and, if required to be issued pursuant to Section 2.2(b), (ii) the Warrant, which shall, upon issuance, be duly authorized and validly issued. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event that the issuance by the Company of the Full Issuance Shares would result in the Lender (together with its affiliates) beneficially owning in excess of 9.90% of the shares of Common Stock outstanding immediately after giving effect to such issuance, as determined by the Lender, then Lender may at its option provide the Company with written notice at or prior to the Closing that it elects for the Full Issuance Shares to be reduced by a number of shares of Common Stock (the “Excess Shares”) that, when subtracted from the number of Full Issuance Shares, will result in the Lender and its affiliates beneficially owning less than 9.90% of the shares of Common Stock outstanding immediately after giving effect to such issuance, as determined by the Lender. In such event, at the Closing, the Company shall issue (i) a number of shares of Common Stock equal to the excess of the Full Issuance Shares over the Excess Shares (the “Partial Issuance Shares”) and (ii) a warrant, in substantially the form attached as Exhibit C hereto (the “Warrant”), to purchase a number of shares of Common Stock equal to the number of Excess Shares (the “Warrant Shares”) on the terms and conditions set forth in the Warrant.

Issuance of the Shares and the Warrant. The Shares and the -------------------------------------- Warrant are duly authorized, authorized and, when issued and paid for in accordance with the terms hereof, shall have been will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and will, at all times while the Shares and the Warrant are outstanding, maintain an adequate ----- reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the SharesShares and the Warrant, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion PriceDate, (ii) the number of shares of Common Stock issuable upon exercise of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three years and all dividends are paid in shares of Common Stock, subject, however, to the limitations on the Company's obligation to issue shares of Common Stock pursuant to Section 5(a)(iii)(B) of the Certificate of Designation (such number of sharesshares of Common Stock, the "Initial Minimum"). All such authorized shares of Common Stock shall --------------- be duly reserved for issuance to the holders of such the Shares and the Warrant. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant are collectively referred to herein as the "Underlying Shares." The Shares, the Warrant and the Underlying ----------------- Shares are collectivelycollectively referred to herein as, the "Securities." When issued in ---------- accordance with the Certificate of Designation and the Warrant, in accordance with their respective terms, the Underlying Shares shall have been will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrant. The Shares and the Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been will be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and willand, at all times while the Shares and the Warrant are outstanding, will maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares, Shares and the Warrant to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation Designations and the Warrant. Such number of reserved and available shares of Common Stock is shall be not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred were effected on the Original Issue Closing Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrant, and (iii) 175% of the number of shares of Common Stock which would be issuable upon conversion of additional Shares issued as payment of dividends on the Shares (such additional Shares, the "Dividend Shares"), assuming each Share and Dividend Share is outstanding for three two years and all dividends are paid in shares the form of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and WarrantDividend Shares. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon Shares and Dividend Shares and upon exercise of the Warrant are collectively referred to 5 herein as the "Underlying Shares." The Shares, the Dividend Shares, the Warrant and the Underlying Shares are collectively, collectively referred to herein as the "Securities." When issued in accordance with the Certificate of Designation Designations and upon exercise of the Warrant, in accordance with their respective terms, the Underlying Shares shall have been will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrant. The Shares and the 2 Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and will, at all times while the Shares and the Warrant are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200175% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three years and all dividends are paid in shares of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and Warrant. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant are collectively referred to herein as the "Underlying Shares." The Shares, the Warrant and the Underlying Shares are collectively, the "Securities." When issued in accordance with the Certificate of Designation and the Warrant, in accordance with their respective terms, the Underlying Shares shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrant. The Shares and the Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"). The Company has on the date hereof and will, at all times while the Shares and the Warrant are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three two years and all dividends are paid in shares of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and WarrantStock. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant are collectively referred to herein as the "Underlying SharesUNDERLYING SHARES." The Shares, the Warrant and the Underlying Shares are are, collectively, the "Securities." When issued in accordance with the Certificate of Designation and the Warrant, in accordance with their respective terms, the Underlying Shares shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.,

Issuance of the Shares and the Warrant. The Shares and the Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LiensLIENS"). The Company has on the date hereof and will, at the Closing Date and at all times while the Shares and the Warrant are outstanding, maintain an adequate reserve of duly authorized reserved shares of Common Stock, reserved for issuance to the holders of the Shares, Shares and the Warrant to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200120% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred were effected on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion PriceDate, (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three two years and all dividends are paid in shares of Common Stock (such number of shares, the "Initial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and WarrantStock. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon thereon, and upon exercise of the Warrant are collectively referred to herein as the "Underlying SharesUNDERLYING SHARES." The Shares, the Warrant and the Underlying Shares are are, collectively, the "SecuritiesSECURITIES." When issued in accordance with the Certificate of Designation and upon exercise of the Warrant, in accordance with their respective terms, the Underlying Shares shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrant. The Shares and the Warrant are duly authorized, and, when issued and paid for in accordance with the terms hereof, shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LiensLIENS"). The Company has on the date hereof and will, at all times while the Shares and the Warrant are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate Articles of Designation Amendment and the Warrant. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Shares, assuming such conversion occurred on the Original Issue Date or the Filing Date (as defined in the Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrant, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares, assuming each Share is outstanding for three years and all dividends are paid in shares of Common Stock (such number of shares, the "Initial MinimumINITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of such Shares and Warrant. The shares of Common Stock issuable upon conversion of the Shares, as payment of dividends thereon and upon exercise of the Warrant are collectively referred to herein as the "Underlying SharesUNDERLYING SHARES." The Shares, the Warrant and the Underlying Shares are are, collectively, the "SecuritiesSECURITIES." When issued in accordance with the Certificate Articles of Designation Amendment and the Warrant, in accordance with their respective terms, the Underlying Shares shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.