Common use of Valid Issuance of Preferred Stock and Common Stock Clause in Contracts

Valid Issuance of Preferred Stock and Common Stock. The Preferred Stock, and the Preferred Warrants and the Conversion Warrants, when issued, sold and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of Subscriber in this Agreement, will be issued in compliance with all applicable U.S. federal and state securities laws. The Conversion Shares and the Warrant Shares and the Preferred Stock issued upon exercise of the Preferred Warrants, when issued in accordance with the terms of the Certificate of Designation or the Conversion Warrants or the Preferred Warrants, as applicable, shall be duly and validly issued and outstanding, fully paid and nonassessable, and based in part on the representations and warranties of Subscriber of the Preferred Stock, will be issued in compliance with all applicable U.S. federal and state securities laws. The Preferred Stock, the Conversion Shares, the Conversion Warrants, the Preferred Warrants, and the Warrant Shares will be issued free of any preemptive rights. The Company currently has one million five hundred thousand (1,500,000) Conversion Shares reserved for issuance upon conversion of the Preferred Stock, including Preferred Stock issued upon exercise of the Preferred Warrants, and upon exercise of the Conversion Warrants.