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

Issuance, Sale and Delivery of the Securities. (a) The Securities have been duly authorized 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 free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). (b) The Warrants have been duly authorized. Upon the exercise of the Warrants, the Common Stock issuable upon exercise of the Warrants will be duly authorized, 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/or federal securities laws). The Company has reserved sufficient number of shares of Common Stock for issuance upon the exercise of the Warrants free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). The Warrants shall take the form of and conform with that certain Form of Warrant attached as Exhibit B hereto. (c) The Anti-Dilution Shares have been duly authorized. When issued pursuant to Section 8 hereof, the Anti-Dilution Shares 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/or federal securities laws). The Company has reserved sufficient number of shares of Common Stock for issuance of the Anti-Dilution Shares in accordance with Section 8 free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). (d) 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. Except as disclosed the Company Documents as filed with the Commission, 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 it pursuant to 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 in the Registration Statement. Other than the Stockholder Approval to be obtained in connection with the Additional Securities and the Anti-Dilution Shares, 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. (a) The Securities certificates evidencing the Shares and 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, will be duly authorized, validly issued, fully paid and nonassessable and nonassessable, will be issued free and clear of all pledgesany security interests, liens, restrictions encumbrances, equities or claims, and encumbrances (other than restrictions on transfer under state and/or federal securities laws). (b) will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. The Warrants have been Company has reserved from its duly authorized. Upon authorized capital stock the exercise maximum number of the Warrants, the shares of Common Stock issuable upon exercise of the Warrants. The Warrants 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, 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 nonassessable and will be free and clear of all pledgesany security interests, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws)encumbrances, equities or claims. The Company has reserved sufficient number of shares of Common Stock for issuance upon the exercise of the Warrants free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). The Warrants shall take the form of and conform with that certain Form of Warrant attached as Exhibit B hereto. (c) The Anti-Dilution Shares have been duly authorized. When issued pursuant to Section 8 hereof, the Anti-Dilution Shares 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/or federal securities laws). The Company has reserved sufficient number of shares of Common Stock for issuance of the Anti-Dilution Shares in accordance with Section 8 free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). (d) 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 Securities by the Company pursuant to this Agreement. Except as disclosed the Company Documents as filed with the Commission, 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 it pursuant to Section 7.1 Registration 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 in the Registration StatementStatements. Other than the Stockholder Approval to be obtained in connection with the Additional Securities and the Anti-Dilution Shares, no 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. (a) The Securities Shares have been duly authorized and, when issued, issued and delivered and paid for against payment therefor in the manner set forth in this Agreement, will be duly authorized, 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/or federal securities laws). (b) The Warrants have been duly authorized. Upon the exercise of the Warrants, the Common Stock issuable upon exercise of the Warrants will be duly authorized, 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/or federal securities laws). The Company has reserved sufficient number of shares of Common Stock for issuance upon the exercise of the Warrants free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). The Warrants shall take the form of and conform with that certain Form of Warrant attached as Exhibit B hereto. (c) The Anti-Dilution Shares have been duly authorized. When issued pursuant to Section 8 hereof, the Anti-Dilution Shares will be validly issued, fully paid and nonassessable. Upon the issuance thereof, and the Shares shall be free and clear of all pledgesany security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), restrictions and encumbrances (charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or other than restrictions on transfer under state and/or federal securities laws)exercise of any attributes of ownership. The Company has reserved sufficient number of shares of Common Stock for issuance of the Anti-Dilution Shares in accordance with Section 8 free and clear of all pledgesare not subject to any options, lienswarrants, restrictions and encumbrances (other than restrictions on transfer under state and/or federal convertible securities laws). (d) No preemptive rights or other rights rights, agreements, arrangements or commitments of any character relating to subscribe for interests therein. There are no voting trusts, member agreements, proxies, or purchase exist other agreements or understandings in effect with respect to the issuance and sale voting or transfer of any of the Securities by the Company pursuant to this AgreementShares. Except as disclosed the Company Documents as filed with the Commission, 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 it pursuant to 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 in the Registration Statement. Other than the Stockholder Approval to be obtained in connection with the Additional Securities and the Anti-Dilution Shares, no 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. (b) The Warrants are legal, valid, and binding obligations of the Company, each enforceable against the Company in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable. The shares of Common Stock issuable upon the exercise of the Warrants (the "Warrant Shares") have been duly authorized and, when issued and delivered against payment therefor in the manner set forth in the respective Warrant pursuant to which such Warrant Shares are to be sold by issued, will be duly validly issued, fully paid and nonassessable. Upon the issuance thereof, the Warrant Shares shall be free and clear of any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. The Warrant Shares shall not, upon the issuance thereof, be subject to any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to interests therein. Upon the issuance thereof, there shall be no voting trusts, member agreements, proxies, or other agreements or understandings in effect with respect to the voting or transfer of any of the Warrant Shares. No further approval or authority of the stockholders or the Board of Directors of the Company as contemplated hereinwill be required for the issuance and sale of the Warrants or the Warrant Shares.

Issuance, Sale and Delivery of the Securities. (a) The Securities Conversion Shares and the Initial Exercise Shares have been duly authorized andreserved for issuance by the Company. The Securities, upon sale and issuance in accordance with the terms of the this Agreement (including when issueddelivered against the payment by the Purchaser of the purchase price therefor after the Company has filed the Certificate of Designations of the Series A Cumulative Redeemable Convertible Preferred Stock, in substantially the form attached as Exhibit C hereto, with the Secretary of State of the State of Delaware (the “Certificate of Designations”)), the Initial Exercise Shares, upon issuance in accordance with the terms of the Initial Warrants (including when delivered against the payment of the exercise price therefor), the Contingent Exercise Shares, upon issuance in accordance with the terms of the Contingent Warrants (including when delivered against the payment of the exercise price therefor) after the (i) the approval by the Company’s stockholders of the Proposed Charter Amendment and paid for the Contingent Warrant Approval (as each such term is defined in Section 4.39(a)) (together, the manner set forth “CW Approvals”), and (ii) the filing and the effectiveness of the First Amendment (the “First Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment Effectiveness”), and the Conversion Shares, upon conversion and issuance in this Agreementaccordance with the terms of the Certificate of Designations, will be duly authorized, 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/or federal securities laws). (b) The Warrants have been duly authorized. Upon the exercise of the Warrants, the Common Stock issuable upon exercise of the Warrants will be duly authorized, 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/or federal securities laws). The Company has reserved sufficient number of shares of Common Stock for issuance upon the exercise of the Warrants free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). The Warrants shall take the form of and conform with that certain Form of Warrant attached as Exhibit B hereto. (c) The Anti-Dilution Shares have been duly authorized. When issued pursuant to Section 8 hereof, the Anti-Dilution Shares will be validly issued, fully paid and nonassessable, and free and clear of will conform in all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws)material respects to the description thereof set forth in the Private Placement Memorandum. The Company has reserved sufficient number of shares of Common Stock for issuance of the Anti-Dilution Shares in accordance with Section 8 free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws). (d) No preemptive rights or other rights to subscribe for or purchase any Securities, shares of Common Stock or Series A Cumulative Redeemable Convertible Preferred Stock exist with respect to the issuance and sale of the Securities Securities, Initial Exercise Shares, Contingent Exercise Shares or Conversion Shares by the Company pursuant to this AgreementAgreement and the Warrants (together, the “Transaction Agreements”) that have not been waived or complied with. Except as disclosed the Company Documents as filed with the Commission, 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 intention to file the registration statement to be filed by it pursuant to Section 7.1 Registration 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 in the Registration StatementStatements. Other than the Stockholder Approval to be obtained in connection with the Additional Securities and the Anti-Dilution Shares, no No further approval or authority of the Company’s stockholders or the Board of Directors of the Company will (other than the CW Approvals and the Charter Amendment Effectiveness with regard to the Contingent Exercise Shares, the Initial Warrant Approval with respect to the Initial Warrants and the PIK Approval with respect to the Preferred Shares) be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.