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

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens"). The Company has on the date hereof and will, at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing Date, assuming that the Shares remain are outstanding for five three years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. Such number As of the date hereof, the Company has reserved for issuance the sum of _________ Warrant Shares and available _________ shares of Common Stock is not less than the sum for issuance upon conversion of (i) 200% Shares and payment of the number of dividends thereon in shares of Common Stock which would be issuable upon conversion in full of the Shares on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized authorized, and, when issued and paid for in accordance with the terms hereof, will be duly and 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 each Closing Date, have, and at all times while the Shares and the any Warrants are outstanding, outstanding will maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Certificate of Designation and with respect to the Warrants. Such number of Shares and Warrants issued at such Closing Date, and in no circumstances shall such reserved and available shares of Common Stock is not be less than the sum of (i) 200% of the maximum number of shares of Common Stock which would be issuable upon conversion in full of the Shares issued pursuant to the terms hereof assuming such conversion were effected on the Closing DateOriginal Issue Date for such Shares, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants Warrants, and (such 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 as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM")Stock. All such authorized shares of Common Stock shall be duly reserved for such issuance to the holders of the such Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and Shares, as payment of dividends thereon, or upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein asare, collectively, the "SECURITIES." Securities". When issued in accordance with the Certificate Certificates of Designation Designation, and upon exercise of the Warrants, the Underlying Shares will be have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized authorized, and, when issued and paid for in accordance with the terms hereof, will be duly and 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 each Closing Date and at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized reserved shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, Warrants to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate Certificates of Designation Designations and the Warrants. 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 Shares, assuming such conversion were effected on the Series A Closing Date, assuming that Date or the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value Filing Date (as defined in the Certificate of Designation) and Registration Rights Agreement), whichever yields a lower Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrants Warrants, and (such iii) 175% of the number of shares of Common Stock which would be issuable upon conversion of additional Shares issued as contemplated in clauses payment of dividends on the Shares (i)-(ii)such additional Shares, the "INITIAL MINIMUMDividend Shares"). All such authorized shares , assuming each Share and Dividend Share is outstanding for two years and all dividends are paid in the form of Common Stock shall be duly reserved for issuance to the holders of the Shares and the WarrantsDividend Shares. The shares of Common Stock issuable upon conversion of the Shares and Dividend Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Dividend Shares, the Warrants and the Underlying Shares are collectively referred to herein as, as the "SECURITIESSecurities." When issued in accordance with the Certificate Certificates of Designation and upon exercise of the Warrants, in accordance with their respective terms, the Underlying Shares will be shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing DateShares, assuming that the Shares remain are outstanding for five three (3) years and that all accrued dividends are added to such conversion occurred on the Stated Value Original Issue Date (as defined in Exhibit A) at the Certificate of Designation) Conversion Price, and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be shall have been 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of 1,703,470 shares of Common Stock which would be issuable upon conversion in full of the Shares on the Closing DateShares, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii)Stock, the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares Shares, and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with this Agreement, the Certificate of Designation and the Warrants, the Underlying Shares will be shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the --------------------------------------- Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens"). The Company has on the date hereof and will, at ----- all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 Shares, assuming (x) such conversion occurred on the Closing DateOriginal Issue Date at the variable conversion price set forth in the Certificate of Designation, assuming that (y) the Shares remain outstanding for five three years and that (z) all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of --------------- Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are ----------------- collectively referred to herein as, the "SECURITIESSecurities." When issued to the Escrow ---------- Agent in accordance with the Escrow Agreement and issued to the Purchasers in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing DateShares, assuming that the Shares remain are outstanding for five three years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) ), and that the Conversion Price (as defined in the Certificate of Designation), applicable to such conversion equals $15.00, and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all LiensLiens against the Company.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens"). The Company has on the date hereof and will, at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. Such number As of the date hereof, the Company has reserved for issuance the sum of 369,514 Warrant Shares and available 3,333,333 shares of Common Stock is not less than the sum for issuance upon conversion of (i) 200% Shares and payment of the number of dividends thereon in shares of Common Stock which would be issuable upon conversion in full of the Shares on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens"). The Company has on the date hereof and will, at all times while either the Shares and or the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation Warrants and the Warrants. 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 on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares Shares, payment of dividends thereon and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens"). The Company has on the date hereof and will, at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it the Company to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing Date, assuming that the Shares remain are outstanding for five three years and that all accrued dividends are added to such conversion occurred on the Stated Value Original Issue Date but that the conversion price for such calculation is the Variable Conversion Price (as defined in the Certificate of Designation) ), and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, as the "SECURITIESSecurities." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.,

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens")) other than liens created by the holders thereof. The Company has on the date hereof and will, at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing Dateoutstanding Shares, assuming for such purposes that the such Shares remain are outstanding for five years years, and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) ), and (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrants, assuming for such purposes that (1) the Closing Warrants are exercised in full on the Closing Date at an exercise price equal to 50% of the closing sales price of the Common Stock (such as reported by Bloomberg L.P. or the successor to its function of reporting share prices) on the Closing Date, the Filing Date or the Trading Day preceding the date the Company files an acceleration request with the Commission relating to the Registration Statement, whichever is lowest, and (2) the Redemption Warrants fully vest and are exercisable in full on the Closing Date.(such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all LiensLiens other than liens created by the holders thereof.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. Such number As of the date hereof, the Company has reserved for issuance the sum of 3,000,000 Warrant Shares and available 9,157,895 shares of Common Stock is not less than the sum for issuance upon conversion of (i) 200% Shares and payment of the number of dividends thereon in shares of Common Stock which would be issuable upon conversion in full of the Shares on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. Such number As of the date hereof, the Company has reserved for issuance the sum of 1,119,000 Warrant Shares and available 1,865,000 shares of Common Stock is not less than the sum for issuance upon conversion of (i) 200% Shares and payment of the number of dividends thereon in shares of Common Stock which would be issuable upon conversion in full of the Shares on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the --------------------------------------- Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens"). The Company has on the date hereof and will, at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly ----- authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation Determination and the Warrants. 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 Shares, assuming such conversion occurred on the Closing DateOriginal Issue Date at a Conversion Price of $1.00 per share, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants Warrants, 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 of Common Stock as contemplated in clauses (i)-(ii)Stock, the "INITIAL MINIMUMInitial Minimum"). All such --------------- authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares Shares, as payment of dividends thereon and upon exercise of the Warrants Warrant are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The ----------------- Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Certificate of Designation ---------- Determination and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing Date, assuming for such purposes that the Shares remain are outstanding for five three (3) years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) (which shall not be less than 655,555) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM")Warrants. All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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, "LIENSLiens"). The Company has on the date hereof and will, at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing DateShares, assuming that the Shares remain are outstanding for five three (3) years and that all accrued dividends are added to such conversion occurred on the Stated Value Original Issue Date (as defined in Exhibit A) at the Certificate of Designation) Conversion Price applicable thereto, and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized authorized, and, when issued and paid for in accordance with the terms hereof, will be duly and 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 each Closing Date and at all times while the Shares and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, Warrants to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate Certificates of Designation Designations and the Warrants. Such With respect to the Securities to be issued at or in connection with each Closing hereunder, 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 to be issued at such Closing, assuming such conversion occurred on the Closing DateOriginal Issue Date for such Shares, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value applicable Filing Date (as defined in the Certificate of DesignationRegistration Rights Agreement) and or the applicable Effectiveness Date, whichever yields the lowest Conversion Price for such Shares, (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrants to be issued at such Closing, and (iii) the number of shares Common Stock which would be issuable upon payment of dividends on the Shares to be issued at such Closing, assuming each Share is outstanding for three years and all dividends are paid in shares of Common Stock (such number of shares of Common Stock as contemplated in clauses (i)-(ii)Stock, the "INITIAL MINIMUMInitial Minimum"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares Shares, as payment of dividends thereon, and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Certificate Certificates of Designation and the Warrants, the Underlying Shares will be shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. 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 on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses IN CLAUSES (i)-(iiI)-(II), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

Issuance of the Shares and the Warrants. The Shares and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, 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 Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Shares and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants. Such number As of the date hereof, the Company has reserved for issuance the sum of 1,500,000 Warrant Shares and available 3,000,000 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 for issuance upon conversion in full of the Shares on the Closing Date, assuming that the Shares remain outstanding for five years and that all accrued dividends are added to the Stated Value (as defined in the Certificate of Designation) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Shares and the Warrants. The shares of Common Stock issuable upon conversion of the Shares and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Shares, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Certificate of Designation and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.