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

Issuance, Sale and Delivery of the Shares. 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 Encumbrances (as defined below) with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Series A Preferred Stock. Upon conversion of the Shares, the Conversion Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. No further approval or authority of the stockholders or the Board will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein. No further approval or authority of the stockholders or the Board will be required for the issuance of the Conversion Shares which the Company shall issue on the Conversion Date in accordance with the Certificate of Amendment of Restated Certificate of Incorporation. For purposes hereof, “Encumbrances” means pledges, liens, charges, security interests, mortgages, restrictions and encumbrances, other than the restrictions on transfer under state and/or federal securities laws.

Issuance, Sale and Delivery of the Shares. The Shares to be issued in the Initial Closing have been duly authorized andand upon filing of the Certificate with the Secretary of State of the State of Delaware, the Shares to be issued at the Second Closing will be duly authorized, and all such Shares 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 Encumbrances (as defined below) with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Series A Preferred Stock. Upon conversion of the Shares, the Conversion Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear nonassessable. No preemptive rights or other rights (except rights that have been waived by holders of all Encumbrances such rights) to subscribe for or purchase exist with respect to the issue thereofissuance and sale of the Shares by the Company pursuant to this Agreement. 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 a registration statement on behalf of the Purchasers pursuant to Section 7.1 hereof (the "Registration Statement") to require the Company to register the sale of any securities owned by such stockholder under the Securities Act of 1933, with as amended (the holders being entitled to all rights accorded to a holder of Common Stock"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 Shares to be sold by the Company as contemplated herein. No further herein other than (i) approval or authority by the stockholders of the stockholders or increase in authorized Common Stock contemplated by the Board will Certificate and (ii) as may be required for the issuance by Rule 4350 of the Conversion Shares which the Company shall issue on the Conversion Date in accordance with the Certificate of Amendment of Restated Certificate of Incorporation. For purposes hereof, “Encumbrances” means pledges, liens, charges, security interests, mortgages, restrictions and encumbrances, other than the restrictions on transfer under state and/or federal securities lawsNasdaq National Market Qualitative Listing Requirements.

Issuance, Sale and Delivery of the Shares. 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 free will be entitled to the rights and clear of all Encumbrances (as defined below) benefits described in the Certificate. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder issuance and sale of the Series A Preferred Stock. Upon Shares by the Company pursuant to these Agreements or as a result of the issuance of the Underlying Shares upon the conversion of the Shares. 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 a registration statement on behalf of the Purchasers pursuant to Section 7.1 hereof (the "Registration Statement")) to require the Company to register the sale of any securities owned by such stockholder under the Securities Act of 1933, as amended (the Conversion Shares will be duly authorized"Securities Act"), validly issued, fully paid and nonassessable and free and clear of all Encumbrances with respect to in the issue thereof, with the holders being entitled to all rights accorded to a holder of Common StockRegistration 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 Shares to be sold by the Company as contemplated herein. No further approval or authority The Underlying Shares of Common Stock have been duly reserved for issuance upon the conversion of the stockholders or Shares and the Board will be required for the issuance of the Conversion Shares which the Company shall issue on the Conversion Date Underlying Shares, when issued and delivered in accordance with the Certificate terms of Amendment of Restated Certificate of Incorporation. For purposes hereofthe Certificate, “Encumbrances” means pledgeswill be duly and validly issued, liens, charges, security interests, mortgages, restrictions fully paid and encumbrances, other than the restrictions on transfer under state and/or federal securities lawsnonassessable.

Issuance, Sale and Delivery of the Shares. The Shares, Warrants and shares of Common Stock issuable upon exercise of the Warrants (the "WARRANT SHARES" and collectively with the Shares and the Warrants, the "SECURITIES") have been duly authorized and, when issued, delivered and paid for in the manner set forth in this AgreementAgreement and the Warrants, will be validly issued, fully paid and nonassessable, and free and clear of all Encumbrances (as defined below) with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of the Series A Preferred Stock. Upon conversion of the Shares, the Conversion Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all Encumbrances pledges, liens, and encumbrances imposed by the Company (other than restrictions on transfer under state and/or federal securities laws). No preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issue thereofissuance and sale of the Securities by the Company pursuant to this Agreement and the Warrants. Except as disclosed in the Exchange Act Reports, with no stockholder of the holders being entitled 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 all rights accorded file the registration statement to a holder be filed by it pursuant to the Rights Agreement (the "REGISTRATION STATEMENT")) to require the Company to register the sale of Common Stockany shares owned by such stockholder under the Securities Act of 1933, as amended (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 Shares Securities to be sold by the Company as contemplated herein. No further approval or authority of the stockholders or the Board will be required for the issuance of the Conversion Shares which the Company shall issue on the Conversion Date in accordance with the Certificate of Amendment of Restated Certificate of Incorporation. For purposes hereof, “Encumbrances” means pledges, liens, charges, security interests, mortgages, restrictions and encumbrances, other than the restrictions on transfer under state and/or federal securities laws.