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 Conversion Warrants are duly authorized and, 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 are duly authorized and, when issued in accordance with the terms of the Certificate of Designation or the Conversion 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 and the Warrant Shares will be issued free of any preemptive rights. The Company currently has Two Million Eight Hundred Thousand (2,800,000) Conversion Shares reserved for issuance upon conversion of the Preferred Stock, and upon exercise of the Conversion Warrants.

Valid Issuance of Preferred Stock and Common Stock. The -------------------------------------------------- Preferred Stock and the Conversion Warrants are duly authorized andCommon 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 lawslaws free and clear of all liens. The Conversion Shares and the Warrant Shares are duly authorized andShares, when issued in accordance with the terms of the Certificate of Designation or Determination, and the Conversion Warrant Shares, when issued upon exercise of the Common 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 lawslaws free and clear of all liens. The Preferred Stock, the Conversion Shares, the Conversion Common Warrants and the Warrant Shares will be issued free of any preemptive rights. The Company currently has Two at least Five Million Eight Five Hundred Thousand (2,800,0005,500,000) Conversion Shares and Warrant Shares reserved for issuance upon conversion of the Preferred Stock, Stock and upon exercise of the Conversion Common Warrants, respectively.

Valid Issuance of Preferred Stock and Common Stock. The Preferred Stock and the Conversion Warrants are duly authorized and, 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 are duly authorized and, when issued in accordance with the terms of the Certificate of Designation or the Conversion 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 and the Warrant Shares will be issued free of any preemptive rights. The Company currently has Seven Million Two Million Eight Hundred Thousand (2,800,0007,200,000) Conversion Shares reserved for issuance upon conversion of the Preferred Stock, and upon exercise of the Conversion Warrants.

Valid Issuance of Preferred Stock and Common Stock. The -------------------------------------------------- Preferred Stock and the Conversion Warrants are duly authorized andCommon 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 are duly authorized andShares, when issued in accordance with the terms of the Certificate of Designation or Determination, and the Conversion Warrant Shares, when issued upon exercise of the Common 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 Common Warrants and the Warrant Shares will be issued free of any preemptive rights. The Company currently has Two at least Five Million Eight Five Hundred Thousand (2,800,0005,500,000) Conversion Shares and Warrant Shares reserved for issuance upon conversion of the Preferred Stock, Stock and upon exercise of the Conversion Common Warrants, respectively.