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

Issuance, Sale and Delivery of the Securities. The Securities have been duly authorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable 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. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (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 to satisfy its obligations in full under this Agreement, the Company shall promptly take such actions as may be required to 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 Securities by the Company pursuant to this Agreement. No stockholder of the 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 it pursuant to 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 in the Registration Statement. 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 Securities Shares have been duly authorized. The Sharesauthorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable 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. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (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 to satisfy its obligations in full under this Agreement, the Company shall promptly take such actions as may be required to increase the number of authorized sharesnonassessable. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities Shares by the Company pursuant to this Agreement. No stockholder of the Company, other than the Purchasers, 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 a registration statement to be filed by it on behalf of the Purchasers pursuant to Section 7.1 7 hereof (the "Registration Statement")) to require the Company to register the sale of any shares securities owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act") in the Registration Statement. No The shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") have been duly authorized and, when the issued, delivered and the exercise price paid in the manner set forth in the Warrant Certificate, the Warrant Shares will be validly issued, fully paid and nonassessable. Other than as set forth in this Agreement and the Warrant Certificate, 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 Shares to be sold by the Company as contemplated hereinherein or the issuance and sale of the Warrant Shares as set forth in the Warrant Certificate.

Issuance, Sale and Delivery of the Securities. The Securities Shares have been duly authorized. The Sharesauthorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable 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. The Company has reserved from its Warrants have been duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (the "Warrant Shares")and validly authorized. 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. 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 to satisfy its obligations in full under this Agreement, the Company shall promptly take such actions as may be required to 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 Securities Shares by the Company pursuant to this Agreement. No stockholder of the Company, other than the Purchasers, 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 ’s intent to file the registration statement to be filed by it pursuant to 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 in the Registration Statement. 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 Securities have been duly authorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable 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. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (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 to satisfy its obligations in full under this Agreement, the Company shall promptly take such actions as may be required to 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 Securities by the Company pursuant to this Agreement. No stockholder of the 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 it pursuant to 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 in the Registration Statement. 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 Securities Shares and Warrant Shares have been duly authorized. The Sharesauthorized and, when issued, delivered and paid for in the manner set forth in this AgreementAgreement or the Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable 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 lawsnonassessable. The Company has reserved from its duly authorized capital stock Other than the maximum number of shares of Common Stock issuable pursuant to the Warrants Preemptive Rights (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 which the Company represents and warrants have been fully satisfied and no person entitled to satisfy its obligations in full under this Agreementsuch Preemptive Rights has elected to exercise such Preemptive Rights), the Company shall promptly take such actions as may be required to increase the number of authorized shares. No no preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities Shares and Warrant Shares by the Company pursuant to this AgreementAgreement or the Warrants, as the case may be. No 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, other than the Purchasers, 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 ’s intent to file the registration statement to be filed by it the Company pursuant to Section 7.1 hereof 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 Securities Shares have been duly authorized. The Sharesauthorized and, when issued, delivered and paid for in the manner set forth in this AgreementAgreement 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, will be duly authorized, validly issued, fully paid and nonassessable 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 lawsnonassessable. The Company has reserved from its duly authorized capital stock Other than the maximum number of shares of Common Stock issuable rights granted to the Prior Investors pursuant to the Warrants (the "Warrant Shares"). Upon the due exercise of the WarrantsPrior Transaction Documents, 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 to satisfy its obligations in full under this Agreement, the Company shall promptly take such actions as may be required to increase the number of authorized shares. No no preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities Shares and Warrant Shares by the Company pursuant to this AgreementAgreement or the Warrants, as the case may be. No Other than the Prior Investors or as described in the Disclosure Schedules, no stockholder of the Company, other than the Purchasers, 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 ’s intent to file the registration statement to be filed by it the Company pursuant to Section 7.1 hereof 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. No Other than the penalty owing to the Prior Investors which does not exceed $362,720 on the date hereof, the Company does not owe any fees or penalties with respect to any Registration Obligations. 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.