Common use of Issuance, Sale and Delivery of the Securities Clause in Contracts

Issuance, Sale and Delivery of the Securities. The Shares and Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable. Other than the Preemptive Rights (which the Company represents and warrants have been fully satisfied and no person entitled to such Preemptive Rights has elected to exercise such Preemptive Rights), no preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares by the Company pursuant to this Agreement or the Warrants, as the case may be. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company pursuant to the Registration Rights Agreement (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration Obligations. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Securities. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and federal securities laws), and will conform in all material respects to the description thereof set forth in the Public Filings. The Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may beWarrant, will be duly authorized, validly issued, fully paid and nonassessable. Other nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than the Preemptive Rights (which the Company represents restrictions on transfer under state and warrants have been fully satisfied and no person entitled to such Preemptive Rights has elected to exercise such Preemptive Rightsfederal securities laws), no and will conform in all material respects to the description thereof set forth herein. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares Securities by the Company pursuant to this Agreement or the Warrants, as the case may beAgreement. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no No stockholder of the Company has any right (which that has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company it pursuant to the Registration Rights Agreement Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares of Common Stock owned by such stockholder under the Securities Act (a “Registration Obligation”) Act, in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration Obligations. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.

Issuance, Sale and Delivery of the Securities. The Shares and Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may beAgreement, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and shall be free and clear of all encumbrances and restrictions except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. Other than The Warrants have been duly and validly authorized. Upon the Preemptive Rights (which due exercise of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. The Company has reserved a sufficient number of shares of Common Stock for issuance upon the exercise of the Warrants, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company represents and warrants have been fully satisfied and no person entitled to satisfy its obligations in full under this Agreement, the Company shall promptly take such Preemptive Rights has elected actions as may be required to exercise such Preemptive Rights), no increase the number of authorized shares. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares by the Company pursuant to this Agreement or the Warrants, as the case may beAgreement. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company it pursuant to the Registration Rights Agreement Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration Obligations. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Securities. The Shares and Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or will be duly authorized, validly issued, fully paid and nonassessable. After the filing of the Charter Amendment with the Secretary of State of Delaware, the Warrant Shares shall have been duly authorized and when issued, delivered and paid for in the manner set forth in the Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable. Other than the Preemptive Rights (which rights granted to the Company represents and warrants have been fully satisfied and no person entitled Prior Investors pursuant to such Preemptive Rights has elected to exercise such Preemptive Rights)the Prior Transaction Documents, no preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares by the Company pursuant to this Agreement or the Warrants, as the case may be. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company pursuant to the Registration Rights Agreement (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005362,720 on the date hereof, the Company does not owe any fees or penalties with respect to any Registration Obligations. No Except for the Required Stockholder Approval, no further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Securities. The Shares and Warrant Shares Securities have been duly authorized andauthorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may beAgreement, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and shall be free and clear of all encumbrances and restrictions except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. Other than The Company has reserved from its duly authorized capital stock the Preemptive Rights maximum number of shares of Common Stock issuable pursuant to the Warrants (which the “Warrant Shares”). Upon the due exercise of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company represents and warrants have been fully satisfied and no person entitled to satisfy its obligations in full under this Agreement, the Company shall promptly take such Preemptive Rights has elected actions as may be required to exercise such Preemptive Rights), no increase the number of authorized shares. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares Securities by the Company pursuant to this Agreement or the Warrants, as the case may beAgreement. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no No stockholder of the Company Company, other than the Purchasers, has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company it pursuant to the Registration Rights Agreement Section 7.1 hereof (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration Obligations. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Securities. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and federal securities laws), and will conform in all material respects to the description thereof set forth in the Memorandum. The Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may beWarrant, will be duly authorized, validly issued, fully paid and nonassessable. Other nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than the Preemptive Rights (which the Company represents restrictions on transfer under state and warrants have been fully satisfied and no person entitled to such Preemptive Rights has elected to exercise such Preemptive Rightsfederal securities laws), no and will conform in all material respects to the description thereof set forth in the Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares Securities by the Company pursuant to this Agreement or the Warrants, as the case may beAgreement. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no stockholder No shareholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company it pursuant to the Registration Rights Agreement Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares of Common Stock owned by such stockholder shareholder under the Securities Act (a “Registration Obligation”) Act, in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration Obligations. No further approval or authority of the stockholders shareholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (taking into account any adjustments pursuant to the Warrants).

Issuance, Sale and Delivery of the Securities. The Shares Securities being purchased hereunder and Warrant Shares the Common Stock issuable (a) upon conversion of the Convertible Note (the "Conversion Shares") or (b) as repayment of the Securities at the Maturity Date (the "Repayment Shares") have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may beAgreement, will be duly authorized, validly issued, fully paid and nonassessable. Other than the Preemptive Rights (which the Company represents and warrants have been fully satisfied and no person entitled to such Preemptive Rights has elected to exercise such Preemptive Rights)Except as disclosed on SCHEDULE 4.3, no preemptive rights or other rights of any stockholder of the Company or other person to subscribe for or purchase exist with respect to the issuance and sale of the Securities or the Conversion Shares and Warrant or, if applicable, the Repayment Shares by the Company pursuant to this Agreement or the Warrants, as the case may be. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company pursuant to the Registration Rights Agreement (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration ObligationsAgreement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by or the Company issuance of the Conversion Shares as contemplated herein. Assuming the accuracy of the representations and warranties made by the Investors herein, the Company's issuance of the Securities and the Convertible Shares, and if applicable, the Repayment Shares shall be in compliance with all applicable federal and state securities laws. The Company will at all times hereafter reserve and keep available, solely for issuance and delivery upon conversion of the Convertible Note, such shares of Common Stock as from time to time shall be issuable with respect thereto.

Issuance, Sale and Delivery of the Securities. The Shares and Warrant Shares Securities have been duly authorized andauthorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may beAgreement, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and shall be free and clear of all encumbrances and restrictions except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. Other than The Company has reserved from its duly authorized capital stock the Preemptive Rights maximum number of shares of Common Stock issuable pursuant to the Warrants (which the "Warrant Shares"). Upon the due exercise of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company represents and warrants have been fully satisfied and no person entitled to satisfy its obligations in full under this Agreement, the Company shall promptly take such Preemptive Rights has elected actions as may be required to exercise such Preemptive Rights), no increase the number of authorized shares. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares Securities by the Company pursuant to this Agreement or the Warrants, as the case may beAgreement. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no No stockholder of the Company Company, other than the Purchasers, has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s 's intent to file the registration statement to be filed by the Company it pursuant to the Registration Rights Agreement Section 7.1 hereof (the “"Registration Statement”")) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration Obligations. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Securities. The certificates evidencing the Shares and Warrant the Warrants are in due and proper legal form and have been duly authorized for issuance by the Company. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement Agreement, will be validly issued, fully paid and nonassessable, will be issued free and clear of any security interests, liens, encumbrances, equities or claims, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon exercise of the Warrants. The Warrants have been duly authorized and, as when issued, delivered and paid for in the case may bemanner set forth in this Agreement, will be validly issued, fully paid and nonassessable, will be issued free and clear of any security interests, liens, encumbrances, equities or claims, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Warrant Shares and the Ratchet Warrant Shares, when issued and delivered upon exercise of the Warrants in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and will be free and clear of any security interests, liens, encumbrances, equities or claims. Other than the Preemptive Rights (which the Company represents and warrants have been fully satisfied and no person entitled to such Preemptive Rights has elected to exercise such Preemptive Rights), no No preemptive rights or other rights to subscribe for or purchase any shares of Common Stock of the Company exist with respect to the issuance and sale of the Shares and Warrant Shares Securities by the Company pursuant to this Agreement or the Warrants, as the case may beAgreement. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent intention to file the registration statement to be filed by the Company pursuant to the Registration Rights Agreement Statements (the “Registration Statement”as hereinafter defined)) to require the Company to register the sale of any shares capital stock owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration ObligationsStatements. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Securities. The Shares Securities being purchased hereunder and the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares Shares") and which may be issuable, at the Company's election, pursuant to the Notes (the "Note Shares") have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may beAgreement, will be duly authorized, validly issued, fully paid and nonassessable. Other than the Preemptive Rights (which the Company represents and warrants have been fully satisfied and no person entitled to such Preemptive Rights has elected to exercise such Preemptive Rights)Except as disclosed on SCHEDULE 4.3, no preemptive rights or other rights of any stockholder of the Company or other person to subscribe for or purchase exist with respect to the issuance and sale of the Securities or the Warrant Shares and Warrant or, if applicable, the Note Shares by the Company pursuant to this Agreement or the Warrants, as the case may be. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company pursuant to the Registration Rights Agreement (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration ObligationsAgreement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by or the Company issuance of the Warrant Shares as contemplated herein. Assuming the accuracy of the representations and warranties made by the Investors herein, the Company's issuance of the Securities and the Warrant Shares, and if applicable, the Note Shares shall be in compliance with all applicable federal and state securities laws. The Company will at all times hereafter reserve and keep available, solely for issuance and delivery upon the exercise of the Warrants, such shares of Common Stock as from time to time shall be issuable with respect thereto.