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

Issuance of the Shares and Warrants. The issuance of the Shares and the Warrants has been duly authorized and each of the Shares and the Warrants, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid, and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents and Liens, if any, created by a Purchaser, and the issuance thereof is not subject to preemptive or similar rights. The issuance of the Underlying Shares has been duly authorized and the Underlying Shares, if and when issued in accordance with the terms of the Articles of Incorporation and/or the Warrant Agreement, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The issuance of the shares of Common Stock into which the shares of Series B Preferred Stock are convertible will, upon receipt of the applicable Shareholder Approval, have been duly authorized and the shares of Common Stock into which the shares of Series B Preferred Stock are convertible, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents and Liens, if any, created by the Purchasers, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities Laws.

Issuance of the Shares and Warrants. The issuance of the Shares and the Warrants has been duly authorized and each of the Shares and the Warrants, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid, and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents and Liens, if any, created by a Purchaser, and the issuance thereof is not subject to preemptive or similar rights. The issuance of the Underlying Shares has been duly authorized and the Underlying Shares, if and when issued in accordance with the terms of the Articles of Incorporation, an amendment to the Articles of Incorporation creating Non-Voting Common Stock with the rights described in the Statement with Respect to Shares in the form attached hereto as Annex A to Exhibit G (the “Non-Voting Common Stock Amendment”) and/or the Warrant Agreement, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The issuance of the shares of Non-Voting Common Stock into which the shares of Series B Preferred Stock are convertible will, upon receipt of the applicable Shareholder ApprovalApproval and filing of the Non-Voting Common Stock Amendment, have been duly authorized and the shares of Non-Voting Common Stock into which the shares of Series B Preferred Stock are convertible, if and when issued in accordance with the terms of the Non-Voting Common Stock Amendment, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents and Liens, if any, created by the Purchasers, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities Laws.

Issuance of the Shares and Warrants. The issuance of the Shares and the Warrants has been duly authorized and each all of the Shares and the Warrants, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid, and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents this Agreement and Liens, if any, created by a Purchaser, and the issuance thereof is shall not be subject to preemptive or similar rights. The issuance of the Underlying Shares has been duly authorized and the Underlying Shares, if and when issued in accordance with the terms of the Articles of Incorporation, the Articles Supplementary to the Articles of Incorporation in the form attached hereto as Annex A to Exhibit G (the “Non-Voting Common Stock Articles Supplementary”) and/or the Warrant Agreement, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents this Agreement and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The issuance of the shares of Non-Voting Common Stock into which the shares of Series B A Preferred Stock are convertible will, upon receipt of the applicable Shareholder ApprovalApproval and filing of the Non-Voting Common Stock Articles Supplementary, have been duly authorized and the shares of Non-Voting Common Stock into which the shares of Series B A Preferred Stock are convertible, if and when issued in accordance with the terms of the Non-Voting Common Stock Articles Supplementary, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents this Agreement and Liens, if any, created by the Purchasers, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance in all material respects with all applicable federal and state securities Laws.

Issuance of the Shares and Warrants. The issuance of the Shares and the Warrants has been duly authorized and each of the Shares and the Warrants, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid, and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents this Agreement and Liens, if any, created by a Purchaser, and the issuance thereof is shall not be subject to preemptive or similar rights. The issuance of the Underlying Shares has been duly authorized and the Underlying Shares, if and when issued in accordance with the terms of the Articles of Incorporation, the Articles Supplementary to the Articles of Incorporation in the form attached hereto as Annex A to Exhibit G (the “Non-Voting Common Stock Articles Supplementary”) and/or the Warrant Agreement, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents this Agreement and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The issuance of the shares of Non-Voting Common Stock into which the shares of Series B Preferred Stock are convertible will, upon receipt of the applicable Shareholder ApprovalApproval and filing of the Non-Voting Common Stock Articles Supplementary, have been duly authorized and the shares of Non-Voting Common Stock into which the shares of Series B Preferred Stock are convertible, if and when issued in accordance with the terms of the Non-Voting Common Stock Articles Supplementary, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws, restrictions contemplated by the Transaction Documents this Agreement and Liens, if any, created by the Purchasers, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance in all material respects with all applicable federal and state securities Laws.