Common use of Issuance of the Shares Clause in Contracts

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration. The issuance of the Shares are has been duly authorized andand the Common Shares, 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 this AgreementAgreement and Liens, if any, created by a Purchaser, and 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 Certificate of Incorporation and the Non-Voting Common Stock Certificate of Amendment, will be duly and validly issued, fully paid and nonassessable, non-assessable and free and clear of all Liens Liens, other than restrictions on transfer imposed by the Companyapplicable securities Laws, restrictions contemplated by this Agreement and Liens, if any, created by a Purchaser, and shall not be subject to preemptive or similar rights. The Company has reserved from its issuance of the shares of Non-Voting Common Stock into which the shares of Series C Preferred Stock are convertible will, upon receipt of the Shareholder Approval and filing of the Non-Voting Common Stock Certificate of Amendment, have been duly authorized capital stock and the maximum number of shares of Non-Voting Common Stock issuable pursuant to this Agreement. The offering into which the shares of Series C Preferred Stock are convertible, if and sale when issued in accordance with the terms of the Shares is being made pursuant to Non-Voting Common Stock Certificate of 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 this Agreement and Liens, if any, created by the Registration Statement, the Prospectus and the Prospectus SupplementPurchasers, and all shall not be subject to preemptive or similar rights. Assuming the accuracy of the Shares will, following the Closing, be freely transferable representations and freely tradeable by each warranties of the Purchasers on the Trading Market without restrictionin this Agreement, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared will be issued in compliance with all applicable federal and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3securities Laws.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on October 31, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, shall file the Preliminary Prospectus Supplement and the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and each of the Preliminary Prospectus Supplement, the Prospectus Supplement and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time each of the Preliminary Prospectus Supplement, the Prospectus Supplement and the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The Company was at the time of the filing of the Registration Statement, the Company was Statement eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3F-3. The Company is eligible to use Form S-3 F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering, as set forth in General Instruction I.B.l I.B.1 of Form S-3F-3.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The Company was at the time of the filing of the Registration Statement, the Company was Statement eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use a Registration Statement on Form S-3 under the Securities Act and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on November 16, 2010 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, proposes to file the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on October 31, 2018 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and each of the Prospectus Supplement and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time each of the Prospectus Supplement and the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At The Company was at the time of the filing of the Registration Statement, the Company was Statement eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3F-3. The Company is eligible to use Form S-3 F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering, as set forth in General Instruction I.B.l I.B.1 of Form S-3F-3.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreementthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, Statement in conformity with the requirements of the Securities Act Act, which became effective on September 18, 2023 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by under the Commission, Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act, Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement)thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.

Issuance of the Shares. RegistrationThe issuance, sale and delivery of the Units, Shares and Warrants and the issuance of the Warrant Shares have been duly authorized by all requisite action on part of the Company, and no action or authorization of the stockholders of the Company is required with respect to thereto. The Shares are duly authorized andUnits, Shares, Warrants and the issuance of the Warrant Shares, when issued and paid for in accordance with this Agreementthe Transaction Documents, each will be duly and validly issued, fully paid and nonassessablenonassessable shares with no personal liability attaching to the ownership thereof, free and clear of all Liens imposed Liens. The issuance, sale and delivery of the Units, Shares, Warrant and Warrant Shares will not be subject to any preemptive right of any stockholder of the Company or to any right of first refusal in favor of any Person, in either case, which shall not have been waived by the Companyholder thereof. The Company has authorized and reserved from its duly authorized capital stock the shares of Series A Preferred Stock issuable pursuant to this Agreement in order to issue the Shares and has reserved from its duly authorized capital stock the maximum number of shares of Common Stock Warrant Shares issuable pursuant to this Agreement. The offering and sale upon exercise of the Shares is being made pursuant Warrants in order to issue the Warrants. Upon filing of a registration statement with the SEC as to the Registration Statement, the Prospectus Warrant Shares and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of such registration statement (including, without limitation, pursuant to Section 7.1), until such time as the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement registration statement has been issued by the Commission and no Proceedings for that purpose have been instituted orsuspended, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Datewithdrawn or terminated, the Registration Statement conformed and will conform in all material respects Warrant Shares (i) with respect to those Warrant Shares held by Xxxxxxxxx, shall not be considered “restricted” or “control” securities within the requirements meaning of Rule 144 under the Securities Act, (ii) may be sold to any person or entity without any restrictions or limitations which would otherwise be imposed under U.S. securities laws by virtue of the Warrant Shares having been issued in a transaction exempt from registration under applicable U.S. securities laws; and did not and will not contain any untrue (iii) may be sold in accordance with the plan of distribution included in such registration statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects without regard to the volume, manner of sale or holding period requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3Rule 144.

Issuance of the Shares. Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The offering and sale of the Shares is being made pursuant to the Registration Statement, the Prospectus and the Prospectus Supplement, and all of the Shares will, following the Closing, be freely transferable and freely tradeable by each of the Purchasers on the Trading Market without restriction, and the Shares shall not bear any restrictive legends (electronic or otherwise). The Company has prepared and filed the Registration Statement, |US-DOCS\139083198.5|| including the Prospectus, in conformity with the requirements of the Securities Act and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared effective by the Commission, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus or Prospectus Supplement has been issued by the Commission and no Proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company has filed the Prospectus Supplement with the Commission pursuant to Rule 424. At the time the Registration Statement became effective, at the date of this Agreement and at the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus and any amendments or supplements thereto (including the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the time of filing the Registration Statement, the Company was eligible to use Form S-3 and met the transaction requirements as set forth in General Instruction I.B.l of Form S-3. The Company is eligible to use Form S-3 and meets the transaction requirements as set forth in General Instruction I.B.l of Form S-3.