Common use of Concerning the Securities Clause in Contracts

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- emptive rights of any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures Promissory Notes have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture Promissory Note has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the DebenturesPromissory Notes, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures Shares have been duly authorized by all required corporate action on the part of SellerIssuer, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The A sufficient number of shares of Common Stock issuable upon conversion of the Debenture Shares has been duly and validly reserved for issuance and, and upon issuance in accordance with the terms of the DebenturesShares, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of any shareholder of SellerIssuer with respect to any shares of Issuer's capital stock.

Concerning the Securities. The issuance, sale and delivery of the Debentures Securities have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock Underlying Securities issuable upon conversion the close of this Agreement and the exercise of the Debenture has warrants being sold herein have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of for any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance issance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- emptive rights of any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures Securities have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion the close of the Debenture this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures Promissory Notes have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture Promissory Note has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the DebenturesPromissory Notes, shall be duly and validly issued, fully paid, and non-assessable and will not subject the to holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- emptive preemptive rights of any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issuedissued and enforceable in accordance with their terms, fully paid subject to the laws of bankruptcy and non-assessablecreditors rights generally. The Common Stock issuable upon conversion of the Debenture Debentures has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of any shareholder of Seller.. (f)

Concerning the Securities. The issuance, sale and delivery of the Debentures Promissory Notes have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture Promissory Note has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the DebenturesPromissory Notes, shall be duly and validly issued, fully paid, and non-assessable and will not subject the to holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of any shareholder of Seller.

Concerning the Securities. The issuance, sale and delivery of the Debentures Shares have been duly authorized by all required corporate action on the part of SellerIssuer, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The A sufficient number of shares of Common Stock issuable upon conversion of the Debenture Shares has been duly and validly reserved for issuance and, and upon issuance in accordance with the terms of the DebenturesShares, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- pre-emptive rights of any shareholder of SellerIssuer.