Common use of Issuance and Delivery of the Securities Clause in Contracts

Issuance and Delivery of the Securities. The Securities are duly authorized and, when issued at the Closing, will be validly issued, and the Common Stock underlying the Notes, when issued, will be fully paid and nonassessable. The Warrant Shares are duly authorized and, upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities is not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the Certificate, the issuance of the Securities hereunder does not require the approval of the Company’s stockholders under the provisions of the Certificate or Nevada law, or, any stock exchange or self-regulatory organization.

Issuance and Delivery of the Securities. The Securities are duly authorized and, when issued at the Closing, will be validly issued, and the Common Stock underlying the NotesDebentures, when issued, will be fully paid and nonassessable. The Warrant Shares are duly authorized and, upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities is not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the Certificate, the issuance of the Securities hereunder does not require the approval of the Company’s stockholders under the provisions of the Certificate or Nevada law, or, any stock exchange or self-regulatory organization.

Issuance and Delivery of the Securities. The Securities are duly authorized and, when issued at the Closing, will be validly issued, and the Common Stock underlying the NotesDebentures, when issued, will be fully paid and nonassessable. The Warrant Shares are duly authorized and, upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities is not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the Certificate, the issuance of the Securities hereunder does not require the approval of the Company’s stockholders under the provisions of the Certificate or Nevada Delaware law, or, any stock exchange or self-regulatory organization.

Issuance and Delivery of the Securities. The Securities are duly authorized and, when issued at the Closing, will be validly issued, and the Common Stock . The shares underlying the Notes, when issued, will Warrant and which may be fully paid and nonassessable. The Warrant Shares delivered in full or partial satisfaction of the Debenture are duly authorized and, upon exercise of the Warrants Warrant or such satisfaction the Debenture in accordance with the terms thereof, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities is are not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the CertificateDebenture and the Warrant as the case may be, the issuance of the Securities hereunder does not require the approval of the Company’s stockholders under the provisions of the Certificate or Nevada law, or, any stock exchange or self-regulatory organization.