Common use of The Securities Clause in Contracts

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on of the Closing Date, as hereinafter defined, Shares upon conversion of the Notes and the date Warrant Shares and upon exercise of the Note is converted, and the Warrants are exercisedWarrants, the Securities Shares and Warrant Shares will be duly and validly issued, fully paid and nonassessable (non-assessable and if registered pursuant to the 1933 Act, Act and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders; and (v) assuming the representations warranties of the Subscribers as set forth in Section 4 hereof are true and correct, will not result in a violation of Section 5 under the 1933 Act.

The Securities. The Securities Securities, upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State state laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date dates of issuance and on of the Closing Date, as hereinafter definedConversion Shares upon conversion of the Notes, and the date Warrant Shares upon exercise of the Note is convertedWarrants, such Conversion Shares and the Warrants are exercised, the Securities Warrant Shares will be duly and validly issued, fully paid and nonassessable (non-assessable and if registered pursuant to the 1933 Act, Act and resold pursuant to an effective registration statement or exempt from registration will be free trading trading, unrestricted and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements)unlegended; (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders; and (v) assuming the representations and warranties of the Subscribers as set forth in Section 4 hereof are true and correct, will not result in a violation of Section 5 under the 1933 Act.

The Securities. The Securities Securities, upon issuance:: -------------- (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State state laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on conversion of the Closing Date, as hereinafter definedNotes, and upon exercise of the date the Note is converted, and the Warrants are exercisedWarrants, the Securities Shares and Warrant Shares, will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and if resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the each Subscriber complies with the Prospectus prospectus delivery requirementsrequirements of the 1933 Act); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the CompanyCompany except as described on the Disclosure Schedule; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date dates of issuance and on of the Closing Date, as hereinafter definedConversion Shares upon conversion of the Note, and the date Warrant Shares upon exercise of the Note is convertedWarrants, such Shares and the Warrants are exercised, the Securities Warrant Shares will be duly and validly issued, fully paid and nonassessable (non-assessable, and if registered pursuant to the 1933 Act, Act and resold pursuant to an effective registration statement or exempt from registration will be free trading trading, unrestricted and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements)unlegended; (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance:: --------------- (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date dates of issuance and on of the Closing Date, as hereinafter definedConversion Shares upon conversion of the Note, and the date Warrant Shares upon exercise of the Note is convertedWarrants, such Shares and the Warrants are exercised, the Securities Warrant Shares will be duly and validly issued, fully paid and nonassessable (non-assessable and if registered pursuant to the 1933 Act, Act and resold pursuant to an effective registration statement or exempt from registration will be free trading trading, unrestricted and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements)unlegended; (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders; and (v) assuming the representations warranties of the Subscribers as set forth in Section 4 hereof are true and correct, will not result in a violation of Section 5 under the 1933 Act.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders.; and

The Securities. The Securities upon issuance:: -------------- (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on conversion of the Closing DatePreferred Stock, as hereinafter defined, and the date of issuance of the Note is converted, Shares and upon exercise of the Warrants are exercisedWarrants, the Securities Preferred Stock, the Shares and Warrant Shares will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the each Subscriber complies with the Prospectus prospectus delivery requirementsrequirements of the 1933 Act); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will bebe upon the Approval (as defined below), duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be upon the Approval (as defined below) duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities Shares will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement statement, the Shares will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirementsrequirements under the 1933 Act); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on of the Closing Date, as hereinafter defined, Shares upon conversion of the Notes and the date Warrant Shares and upon exercise of the Note is converted, and the Warrants are exercisedWarrants, the Securities Shares and Warrant Shares will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, Act and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders; and (v) assuming the representations warranties of the Subscribers as set forth in Section 4 hereof are true and correct, will not result in a violation of Section 5 under the 1933 Act.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Placement Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders.; and

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note Preferred Stock is converted, and the Warrants and Placement Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, unrestricted provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders.; and

The Securities. The Securities Securities, upon issuance:: -------------- (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State state laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability l iability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities Shares will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement statement, the Shares will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus prospectus delivery requirementsrequirements under the 1933 Act); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The If and when issued, the Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on of the Closing DateContinuation Shares, as hereinafter defined, and the date the Note is converted, and exercise of the Warrants are exercised, and issuance of the Securities Warrant Shares against payment therefor will be duly and validly issued, fully paid and nonassessable (and the Warrant Shares, if registered for resale pursuant to the 1933 Act, Act and resold pursuant to an effective registration statement under the 1933 Act, will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; andBorrower; (iv) will not subject the holders thereof to personal liability by reason of being such holders; and (v) will have been issued in reliance upon an exemption from the registration requirements of and will not result in a violation of Section 5 under the 1933 Act.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is are converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance:: -------------- (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note Preferred Stock is converted, and the Warrants and Placement Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, unrestricted provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders.; and

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and issuance, on the Closing Date and Put Closing Date, as hereinafter defined, and the date the Note is converted, Warrants and the Placement Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be or an exemption from registration) free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities or creditors of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders.; and

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on of the Closing Date, as hereinafter defined, Shares upon conversion of the Notes and the date Warrant Shares and upon exercise of the Note is converted, and the Warrants are exercisedWarrants, the Securities Shares and Warrant Shares will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders; and (v) will have been issued in reliance upon an exemption from the registration requirements of and will not result in a violation of Section 5 under the 1933 Act.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date dates of issuance and on of the Closing Date, as hereinafter definedConversion Shares upon conversion of the Note, and the date Warrant Shares upon exercise of the Note is convertedWarrants, such Shares and the Warrants are exercised, the Securities Warrant Shares will be duly and validly issued, fully paid and nonassessable (non- assessable, and if registered pursuant to the 1933 Act, Act and resold pursuant to an effective registration statement or exempt from registration will be free trading trading, unrestricted and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements)unlegended; (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on conversion of the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercisedNotes, the Securities Shares respectively, will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the each Subscriber complies with the Prospectus prospectus delivery requirementsrequirements of the 1933 Act); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders; and (v) will not result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other debtor or equity holder of the Company.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the U.S. 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance conversion of the Shares and on upon exercise of the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercisedWarrants, the Securities Shares and Warrant Shares will be duly and validly issued, fully paid and nonassessable non-assessable (and if registered pursuant to the U.S. 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the each Subscriber complies with the Prospectus prospectus delivery requirementsrequirements of the U.S. 1930 Xxx); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note or Put Note (as defined herein) is convertedconverted in accordance with their respective terms, and the Warrants are exercisedexercised and the Purchase Price is paid to the Company in accordance with the terms of the Warrant, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements)nonassessable; (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability solely by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (non-assessable, and if the Common Stock issuable upon exercise of Warrants (“Underlying Common Stock”) is eventually registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the each Subscriber complies with the Prospectus prospectus delivery requirementsrequirements of the 1933 Act and any state securities laws); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrancesencumbrances of the Company, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, the Effective Date, as hereinafter defined, and the date the Note is converted, and the Placement Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and; (iv) will not subject the holders thereof to personal liability by reason of being such holders.; and

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance of the Shares and on upon exercise of the Closing DateWarrants, as hereinafter definedthe Shares, the Class A Warrant Shares and the date the Note is converted, and the Warrants are exercised, the Securities Class B Warrant Shares will be duly and validly issued, fully paid and nonassessable non-assessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the each Subscriber complies with the Prospectus prospectus delivery requirementsrequirements of the 1933 Act); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance:: -------------- (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is Notes are converted, and the Warrants are exercised, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance conversion of the Notes and on the Closing Date, as hereinafter defined, and the date the Note is converted, and upon exercise of the Warrants are exercised(after receipt by the Company of payment therefor), the Securities Shares and Warrant Shares will be duly and validly issued, fully paid and nonassessable (and and, if registered for resale pursuant to the 1933 Act, and resold pursuant to an effective registration statement statement, will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on the Closing Date, as hereinafter defined, and the date the Note is converteddefined in Section 11(b), and the Warrants are exercisedexercised in accordance with their terms, the Securities will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and resold pursuant to an effective registration statement statement, will be free trading and unrestricted, provided that the Subscriber complies with the Prospectus delivery requirements); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.

The Securities. The Securities upon issuance: (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and State any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance and on conversion of the Closing Date, as hereinafter definedNotes, and upon exercise of the date the Note is converted, and the Warrants are exercisedWarrants, the Securities Shares and Warrant Shares, will be duly and validly issued, fully paid and nonassessable (and if registered pursuant to the 1933 Act, and if resold pursuant to an effective registration statement will be free trading and unrestricted, provided that the each Subscriber complies with the Prospectus prospectus delivery requirementsrequirements of the 1000 Xxx); (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the CompanyCompany except as described on the Disclosure Schedule; and (iv) will not subject the holders thereof to personal liability by reason of being such holders.