Common use of Title to Units Clause in Contracts

Title to Units. When certificates representing the Common Stock and Class C Warrants shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Common Stock and the Class C Warrants and, upon exercise of such Class C Warrants, will have good and valid title to the Common Stock issuable upon such exercise (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement Options and Advisory Options shall have been duly delivered to the Placement Agent, the Placement Agent or its designees shall have good and valid title to the Placement Options and Advisory Options, upon exercise of such Placement Options and/or Advisory Options, will have good and valid title to the Common Stock and Class C Warrants issuable upon such exercise, and upon exercise of such Class C Warrants issuable upon exercise of such Placement Options and/or Advisory Options, will have good and valid title to the Common Stock into which such Class C Warrants are converted, in each case, free and clear of all liens, encumbrances and adverse claims, whatsoever (except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Common Stock issuable pursuant to Article VI of the Subscription Agreement (the "Article VI Issuances") shall have been duly delivered to the Purchasers, the several Purchasers shall have good and valid title to the Common Stock constituting such Article VI Issuances free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (except as arising from applicable Federal and state securities laws), such Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, and the Company shall have paid all taxes, if any, in respect of the original issuances thereof.

Title to Units. When certificates representing the Preferred Stock shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Preferred Stock, and, upon conversion of such Preferred Stock, will have good and marketable title to the Common Stock issuable upon such conversion (the "Conversion Shares"), free and Class C clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Warrants shall have been duly delivered to the Purchasers purchasers and payment shall have been made for the Unitstherefor, the several Purchasers purchasers shall have good and valid marketable title to the Common Stock Warrants, and the Class C Warrants and, upon exercise of such Class C WarrantsWarrants and payment of the exercise price therefor, will have good and valid marketable title to the Common Stock issuable upon such exercise (the "Conversion Warrant Shares"), in each case, free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement Options and Advisory Options Warrants shall have been duly delivered to the Placement Agent, the Placement Agent or its designees shall have good and valid marketable title to the Placement Options and Advisory OptionsWarrants, and upon exercise of such Placement Options and/or and Advisory OptionsWarrants and payment of the exercise price therefor, will have good and valid marketable title to the Preferred Stock and Common Stock and Class C Warrants issuable upon such exercise, and upon exercise conversion of such Class C Warrants issuable the Preferred Stock acquired upon exercise of such the Placement Options and/or and Advisory OptionsWarrants, will have good and valid marketable title to 9 the Common Stock into which such Class C Warrants are Preferred Stock is converted, in each case, free and clear of all liens, encumbrances and adverse claims, claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereof. When certificates representing the Common Stock issuable pursuant to Article VI of the Subscription Agreement (the "Article VI Issuances") shall have been duly delivered to the Purchasers, the several Purchasers shall have good and valid title to the Common Stock constituting such Article VI Issuances free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (except as arising from applicable Federal and state securities laws), such Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, and the Company shall have paid all taxes, if any, in respect of the original issuances thereof.

Title to Units. When certificates representing the Common Preferred Stock and Class C Warrants shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Common Stock Preferred Stock, and the Class C Warrants and, upon exercise conversion of such Class C WarrantsPreferred Stock, will have good and valid title to the Common Stock issuable upon such exercise conversion (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims and adverse claimsclaims with the exception of claims arising from the acts of the Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and BGDC shall have paid all taxes, if any, in respect of the Company original issuance thereof. Upon exercise by a Purchaser of the Initial Exchange Right or the Exchange Right (each as defined in the Term Sheet), as applicable, if payment thereof is made by Pacific through the issuance of shares of common stock of Pacific, par value $.02 per share ("Pacific Common Stock"), each such Purchaser will have good and valid title to the Pacific Common Stock issuable upon such exercise (the "Exchange Shares"), in each case, free and clear of all liens, encumbrances and claims and adverse claims with the exception of claims arising from the acts of the Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and Pacific shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement Options and Advisory Options Warrants shall have been duly delivered to the Placement AgentAgent and payment shall have been made for the Placement and Advisory Warrants, the Placement Agent or its designees shall have good and valid title to the Placement Options and Advisory OptionsWarrants, and upon exercise of such Placement Options and/or or Advisory OptionsWarrants, in accordance with their respective terms, will have good and valid title to the Common Preferred Stock and Class C Warrants issuable upon such exercise, and upon exercise conversion of such Class C Warrants the Preferred Stock issuable upon exercise of such Placement Options and/or and Advisory OptionsWarrants, will have good and valid title to the Common Stock into which such Class C Warrants are Preferred Stock is converted, in each case, free and clear of all liens, encumbrances and adverse claimsclaims with the exception of claims arising from the acts of the Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), and the Company BGDC shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Common The Preferred Stock issuable pursuant to Article VI upon exercise of the Subscription Agreement (the "Article VI Issuances") shall have been duly delivered Placement and Advisory Warrants, will be entitled to the PurchasersInitial Exchange Right and/or the Exchange Right and upon exercise of either the Initial Exchange Right or the Exchange Right, as applicable, the several Purchasers holders of the Placement and Advisory Warrants shall have good and valid title to the Common Stock constituting Exchange Shares issuable upon such Article VI Issuances exercise, in each case, free and clear of all liens, encumbrances and adverse claims and adverse claimswith the exception of claims arising from the acts of the Purchasers themselves, whatsoever (except as arising from applicable Federal and state securities laws), such Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, and the Company Pacific shall have paid all taxes, if any, in respect of the original issuances issuance thereof.

Title to Units. When certificates representing the Common Preferred Stock and Class C Warrants shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Common Stock Preferred Stock, and the Class C Warrants and, upon exercise conversion of such Class C WarrantsPreferred Stock, will have good and valid title to the Common Stock issuable upon such exercise conversion (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims and claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the Purchasers themselves and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Placement Options and Advisory Options Warrants shall have been duly delivered to the Placement AgentPurchasers and payment shall have been made for the Units, the Placement Agent or its designees several Purchasers shall have good and valid title to the Placement Options Warrants, and Advisory Options, upon exercise of such Placement Options and/or Advisory OptionsWarrants and the payment of the exercise price thereof, will have good and valid title to the Common Stock and Class C Warrants issuable upon such exercise, and upon exercise of such Class C Warrants issuable upon exercise of such Placement Options and/or Advisory Options, will have good and valid title to (the Common Stock into which such Class C Warrants are converted"Warrant Shares"), in each case, free and clear of all liens, encumbrances and claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the Purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof. When certificates representing the Common Stock issuable pursuant to Article VI of Unit Purchase Options and the Subscription Agreement (the "Article VI Issuances") Advisory Options shall have been duly delivered to the PurchasersPlacement Agent, the several Purchasers Placement Agent or its designees shall have good and valid title to the Unit Purchase Options and the Advisory Options, and upon exercise of either such Options, will have good and valid title to the Preferred Stock and Warrants issuable upon such exercise, and upon conversion of the Preferred Stock issuable upon exercise of such Options or upon exercise of the Warrants issuable upon such exercise and the payment of the exercise price thereof, will have good and valid title to the Common Stock constituting into which such Article VI Issuances Preferred Stock is converted or for which such Warrants are exercised, in each case, free and clear of all liens, encumbrances and claims and claims, including without limitation, adverse claims, whatsoever (with the exception of claims arising through the acts of the Placement Agent and except as arising from applicable Federal and state securities laws), such Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, and the Company shall have paid all taxes, if any, in respect of the original issuances issuance thereof.