Common use of Issuance of the Shares Clause in Contracts

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.

Issuance of the Shares. The Shares are duly authorized and, ---------------------- when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and validly legally issued, fully paid and nonassessable, free and clear of all Liens imposed liens and encumbrances. The Shares have been approved for issuance on and by the Company other than restrictions on transfer provided for in the Transaction DocumentsNasdaq SmallCap Market (subject to official notice of issuance).

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized ---------------------- and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and validly legally issued, fully paid and nonassessable, free and clear of all Liens imposed liens and encumbrances. The Shares have been approved for issuance on and by the Company other than restrictions on transfer provided for in the Transaction DocumentsNasdaq SmallCap Market (subject to official notice of issuance).

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and validly legally issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company liens and encumbrances (other than restrictions on transfer provided for in any that are the Transaction Documentsresult of any action or inaction of the Purchaser).

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand shall not be subject to preemptive rights or similar rights of stockholders.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for delivered in accordance with the applicable Transaction Documentsterms of this Agreement, against payment of the Subscription Amount, will be duly authorized by all necessary corporate action, duly and validly issued, fully paid and nonassessablepaid, non-assessable, free and clear of all Liens imposed by the Company (other than restrictions on transfer provided for in the Transaction Documentsthis Agreement or imposed by applicable securities Laws), and free of any preemptive or similar rights.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Liens. The issuance of the Company other than restrictions on transfer provided Shares is not subject to any preemptive or similar rights to subscribe for in the Transaction Documentsor purchase securities.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsshall be duly authorized, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens, claims or encumbrances imposed by the Company other than restrictions on transfer provided for referred to in the Transaction Documentsthis Agreement.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand shall not be subject to preemptive rights or similar rights of shareholders.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for earned in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than of all liens, encumbrances, interests and restrictions, except for restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Liens, other than restrictions on transfer provided for in the Transaction DocumentsDocuments or imposed by applicable securities laws. 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. (i) The Shares are have been duly and validly authorized and, when issued and paid for in accordance with pursuant to the applicable Transaction DocumentsPurchase Agreements, will be duly and validly issued, fully paid and nonassessable, and shall be free and clear of all Liens imposed by the Company other than encumbrances and restrictions except for restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws, if any.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Shares.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are have been duly authorized andauthorized, and when issued and paid for in accordance with the applicable Transaction Documentsterms set forth in this Agreement, will be duly authorized, and duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Subscription Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided Liens. The Shares are not subject to any preemptive or similar rights to subscribe for in the Transaction Documentsor purchase securities.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsliens.

Issuance of the Shares. The Shares are duly authorized authorized, and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and shall have been validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsliens, encumbrances and rights of first refusal of any kind (collectively, "Liens").

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsherein or imposed by applicable securities laws.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Corporation other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The issuance of the Shares is duly authorized by the Company and the Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free from all taxes, liens, charges and clear of all Liens other encumbrances imposed by the Company other than restrictions on transfer provided for in the Transaction Documentssuch documents.

Issuance of the Shares. The Shares are have been duly authorized and, and when issued and paid for in accordance with the applicable Transaction Documentsterms of this Agreement will be, will be duly and validly issued, fully paid and nonassessable, and free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand charges and shall not be subject to preemptive or similar rights.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments and the Restate Articles. The Company has reserved from its duly authorized capital the maximum number of Ordinary Shares issuable pursuant to this Agreement.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of Ordinary Shares for issuance of the Shares.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and validly legally issued, fully paid and nonassessable, and issued without restrictive legend of any kind, free and clear of all Liens imposed by the Company liens and encumbrances (other than restrictions on transfer provided for in any that are the Transaction Documentsresult of any action or inaction of the Purchaser).

Issuance of the Shares. The issuance of the Shares are has been duly authorized andand the Shares, when issued and paid for in accordance with the applicable terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, nonassessable and free and clear of all Liens imposed by the Company any Encumbrances, preemptive rights or restrictions (other than as provided in this Agreement or any restrictions on transfer provided for in the Transaction Documentsgenerally imposed under applicable securities laws).

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all taxes and charges with respect thereof and free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The issuance of the Shares as contemplated hereunder will not violate any preemptive or similar rights of the holders of any shares of Common Stock or other securities of the Company.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsliens.

Issuance of the Shares. The Shares are have been duly authorized by the Company and, when issued and paid for in accordance with the applicable Transaction Documentsdelivered against payment therefor as provided herein, will be duly and validly issued, fully paid and nonassessable, nonassessable and free and clear of all Liens imposed by any Lien and will conform to the Company other than restrictions on transfer provided for description thereof in the Transaction DocumentsRegistration Statement and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights that have not been waived.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Liens. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens. The Company other than restrictions on transfer provided has reserved from its duly authorized Common Stock a number of shares sufficient for in issuance of the Underlying Shares pursuant to the Transaction Documents.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all Liens imposed by the Company Company, other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed (except for Liens created by the Company other than restrictions placement of the legend set forth in Section 4.1(b) on transfer provided for in any certificate evidencing the Transaction DocumentsShares) and shall not be subject to preemptive rights or similar rights of stockholders.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in this Agreement and in the Securities Act. The Shares when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

Issuance of the Shares. The issuance of the Shares are has been duly authorized andand the Shares, when issued and paid for in accordance with the applicable terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens imposed by the Company Liens, other than restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws, and shall not be subject to preemptive or similar rights.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments or imposed by applicable securities laws.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and shall have been validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"), other than restrictions on transfer provided for in the Transaction Documentsas set forth herein.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its authorized capital stock the Shares issuable pursuant to this Agreement.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Transferee other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed Liens. Subject to the accuracy of the representations and warranties of the Purchasers party to this Agreement, the offer and issuance by the Company other than restrictions on transfer provided for in of the Transaction DocumentsShares is exempt from registration under the Securities Act.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Company, other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction DocumentsAgreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsherein.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all taxes and charges with respect thereof and free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Shares would not have been issued or sold in violation of any preemptive or similar rights of the holders of any securities of the Company.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the Shares issuable pursuant to this Agreement.

Issuance of the Shares. The issuance of the Shares are has been duly authorized andauthorized, and when issued and paid for in accordance with the applicable Transaction Documentsterms of this Agreement, the Shares will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens imposed by the Company Liens, other than restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws, and shall not be subject to preemptive rights.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed of all encumbrances and restrictions (other than those created by the Company other than Investor), except for restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of Shares issuable pursuant to this Agreement.

Issuance of the Shares. The Shares Share are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed Liens. Subject to the accuracy of the representations and warranties of the Purchasers party to this Agreement, the offer and issuance by the Company other than restrictions on transfer provided for in of the Transaction Documents.Shares is exempt from registration under the Securities Act. 8

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with upon the applicable Transaction Documentsexecution of this Agreement by a Holder, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and validly legally issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company liens and encumbrances (other than restrictions on transfer provided for in any that are the Transaction Documentsresult of any action or inaction of the Purchasers).

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand shall not be subject to preemptive or similar rights.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are been duly authorized andauthorized, and when issued and paid for in accordance with the applicable Transaction Documentsterms set forth in this Agreement, will be duly and validly issued, fully paid and nonassessableconstitute the legal, free valid and clear binding obligation of all Liens imposed by the Company, enforceable against the Company other than restrictions on transfer provided for in the Transaction Documentsaccordance with their terms.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws.

Issuance of the Shares. The Shares are shall be duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments and arising under applicable securities laws.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer transfers expressly provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentspursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms of this Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsshall not be subject to preemptive or similar rights.

Issuance of the Shares. The Shares are duly authorized and, when issued and ---------------------- paid for in accordance with the applicable Transaction Documentsterms hereof, will be duly and shall have been validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company liens, encumbrances and rights of first refusal of any kind (collectively, "Liens"), other than restrictions on transfer provided for in the Transaction Documentsas set ----- forth herein.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in or otherwise. Assuming the Transaction Documentsaccuracy of the representations and warranties of the Purchaser hereunder, the issuance of the Shares is exempt from registration under the Securities Act.

Issuance of the Shares. The Shares and the Warrant Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents, and applicable state and/or federal securities laws.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand will not be subject to preemptive or similar rights of stockholders.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms set forth herein, will be duly and validly issued, fully paid and nonassessable, nonassessable and free and clear of all Liens imposed by the Company Liens, other than restrictions on transfer provided for in this Agreement or imposed by applicable securities laws or created by the Transaction DocumentsPurchaser. The Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsherein.

Issuance of the Shares. The issuance of the Shares are has been duly authorized andby all necessary Board and shareholder action and the Shares, when issued and paid for in accordance with the applicable Transaction Documentsterms of this Agreement, will be duly and validly issued, fully paid paid, and nonassessable, non-assessable and free and clear of all Liens imposed by the Company liens, other than restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities laws.

Issuance of the Shares. The Shares Share are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company. The Shares are being issued pursuant to the Registration Statement and the issuance of the Shares will be registered by the Company other than restrictions on transfer provided for in pursuant to the Transaction DocumentsSecurities Act.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Securities Purchase Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsliens, and not subject to any preemptive rights.

Issuance of the Shares. The Shares to be issued hereunder are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than (except restrictions on transfer provided for in the Transaction Documentsarising under federal or state securities laws).

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments or under applicable securities laws. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand shall not be subject to preemptive rights or similar rights of shareholders.

Issuance of the Shares. The Shares are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, and the Shares will be fully paid and nonassessable, free and clear of all Liens imposed by Liens. The issuance of the Company other than restrictions on transfer provided Shares is not subject to any preemptive or similar rights to subscribe for in the Transaction Documentsor purchase securities.

Issuance of the Shares. The issuance of the Purchased Shares are has been duly authorized andand the Purchased Shares, when issued and paid for in accordance with the applicable terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens imposed by the Company Liens, other than restrictions on transfer provided for in the Transaction Documentsimposed by applicable securities Laws.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens, charges, security interests, encumbrances, preemptive rights or other restrictions (collectively, “Liens”) imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.. The Securities, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable;

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsfor, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.