Common use of Issuance of Exchange Note Clause in Contracts

Issuance of Exchange Note. The issuance of the Exchange Note is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Note shall be validly issued, fully paid and non-assessable. The shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) issued upon conversion of the Exchange Note (the “Underlying Shares”), when issued and delivered in accordance with the terms of the Exchange Note, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Note is exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and all of the shares of Common Stock issuable upon conversion of the Exchange Note will be freely transferable and freely tradable by the Holder without restriction pursuant to Rule 144, assuming the Holder is not an Affiliate (as defined below) and the holding period and public information requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion of the Exchange Note shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Note at least equal to the Required Minimum (as defined below) on the date hereof, which number of reserved shares shall be confirmed (and adjusted, if necessary) by the Company on a monthly basis. The “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of the Exchange Note (including shares of Common Stock issuable as payment of interest on the Exchange Note), ignoring any conversion limits set forth therein. A “Trading Day” is a day on which the principal Trading Market on which the Company’s Common Stock trades is open for trading.