Common use of ISSUANCE OF THE DEBENTURES AND THE WARRANTS Clause in Contracts

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof and will, at all times while the Debentures and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, assuming such conversion occurred on the Original Issue Date for the Debentures, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are outstanding for three years and all interest is paid in shares of Common Stock (such number of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof and will, at all times while the Debentures and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, assuming such conversion occurred on the Original Issue Date for the Debentures, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are outstanding for three years one year and all interest is paid in shares of Common Stock (such number of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will ------------------------------------------- be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENSLiens"). The Company has on On the date hereof hereof, the Company will have (and will, at all times while the Debentures and the Warrants are outstanding, maintain maintain) an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the such Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is shall not be less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon (i) conversion in full of the Debentures, Debentures assuming such conversion occurred on the Original Issue Date for the Debentures, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the WarrantsDate, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are remain outstanding for three years one year and all interest is paid in shares of Common Stock and (such number ii) exercise in full of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM")Warrants. All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." All Underlying Shares shall be duly reserved for ------------------ issuance to the holders of the Debentures and the Warrants. The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When deposited with the Escrow Agent in accordance with the ------------ Escrow Agreement and issued to the Purchasers in accordance with the Debentures ---- and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof will have (and will, at all times while the Debentures and the Warrants are outstanding, maintain maintain) an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the such Debentures and the Warrants, to enable it to perform its conversion, exercise conversion and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, assuming such conversion occurred on the Original Issue Date for the Debentures, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are outstanding for three years and all interest is paid in shares of Common Stock (such number of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable. NO CONFLICTS. The execution, free delivery and clear performance of all Liensthe Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other charter documents (each as amended through the date hereof), or (ii) subject to obtaining the Required Approvals (as defined below), conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, could not have or result in a Material Adverse Effect.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and ------------------------------------------- the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENSLiens"). The Company has on the each settlement ----- date hereof hereunder and will, at all times while the Debentures and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon (i) conversion in full of the Debentures, assuming such conversion occurred on the Original Issue Date for the DebenturesDate, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are remain outstanding for three years one year and all interest is paid in shares of Common Stock and (such number ii) exercise in full of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM")Warrants. All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." All Underlying ----------------- Shares shall be duly reserved for issuance to the holders of the Debentures and Warrants. The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance ---------- with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and ------------------------------------------- the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENSLiens"). The Company has on the date hereof ----- and will, at all times while the Debentures and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, assuming such conversion occurred on the Original Issue Date for the DebenturesDate, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are outstanding for three years and all interest is paid in shares of Common Stock Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(iiii)-(ii), the "INITIAL MINIMUMInitial Minimum"). All such ---------------- authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Debentures, the ----------------- Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When issued in accordance with the Debentures and the Warrants, ---------- the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof and will, at all times while the Debentures and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, assuming such conversion occurred on the Original Issue Date for the DebenturesDate, the Filing Date or the Effectiveness Date (each as defined Debentures remain outstanding for two years and all interest is paid in the Registration Rights Agreement), whichever yields the lowest Conversion Price, shares of Common Stock and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are outstanding for three years and all interest is paid in shares of Common Stock Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(iiii)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof (and will, at all times while the Debentures and the Warrants are outstanding, maintain maintain) an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the such Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is shall not be less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon upon: (i) conversion in full of the Debentures, Debentures assuming such conversion occurred on the Original Issue Date for the DebenturesDate, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are remain outstanding for three years and all interest is paid in shares of Common Stock and (such number ii) exercise in full of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM")Warrants. All such authorized shares of Common Stock shall be duly Convertible Debenture Purchase Agreement reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liensliens, encumbrances and rights of first refusal of any kind (collectively, "LIENS").

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will ------------------------------------------- be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENSLiens"). The Company has on On the date hereof hereof, the Company will have (and will, at all times while the Debentures and the Warrants are outstanding, maintain maintain) an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the such Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is shall not be less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon (i) conversion in full of the Debentures, Debentures assuming such conversion occurred on the Original Issue Date for the Debentures, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the WarrantsDate, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are remain outstanding for three years one year and all interest is paid in shares of Common Stock and (such number ii) exercise in full of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM")Warrants. All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." All Underlying Shares shall be duly reserved for ------------------ issuance to the holders of the Debentures and the Warrants. The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIESSecurities." When deposited with the Escrow Agent in accordance with the ------------ Escrow Agreement and issued to the Purchasers in accordance with the Debentures and the Warrants, ,the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized authorized, and, when issued and paid for in accordance with the terms hereof, will be duly and shall have been validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENSLiens"). The Company has on the date hereof and will, at all times while the Debentures and the Warrants are outstanding, outstanding will maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures Warrants and the Warrants. Such number of Debentures, and in no circumstances shall such reserved and available shares of Common Stock is not be less than the sum of (i) (subject to the operation of the conversion limitation set forth in Section 4(a)(iii)(B) of the Debentures) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, Debentures issued pursuant to the terms hereof assuming such conversion occurred were effected on the Original Issue Date for the such Debentures, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are each Debenture is outstanding for three years the full term stated therein and all interest is paid in shares of Common Stock (such number of shares of Common Stock as contemplated in clauses (i)-(iii), the "INITIAL MINIMUM")Stock. All such authorized shares of Common Stock shall be duly reserved for such issuance to the holders of the such Debentures and Warrants on a pro rata basis determined by reference to the Warrantsportion of the principal amount of Debentures acquired by each Purchaser hereunder. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARESUnderlying Shares." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, as the "SECURITIESSecurities." When issued in accordance with the Debentures and upon exercise of the Warrants, the Underlying Shares will be shall have been duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof will have (and will, at all times while the Debentures and the Warrants are outstanding, maintain maintain) an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the such Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is shall not be less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon upon: (i) conversion in full of the Debentures, Debentures assuming such conversion occurred on the Original Issue Date for the Debentures, the Filing Date or the Effectiveness Date (each as defined in the Registration Rights Agreement), whichever yields the lowest Conversion Price, (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are remain outstanding for three years and all interest is paid in shares of Common Stock and (such number ii) exercise in full of shares of Common Stock as contemplated in clauses the Warrants (i)-(iii)collectively, the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liensliens, encumbrances and rights of first refusal of any kind (collectively, "LIENS").

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof and will, at all times while the Debentures and the Warrants are outstanding, maintain an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the Debentures and the Warrants, to enable it to perform its conversion, exercise and other obligations under this Agreement, the Debentures and the Warrants. Such number of reserved and available shares of Common Stock is not less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, assuming such conversion occurred on the Original Issue Date for the DebenturesDate, the Filing Date or the Effectiveness Date (each as defined Debentures remain outstanding for three years and all interest is paid in the Registration Rights Agreement), whichever yields the lowest Conversion Price, shares of Common Stock and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are outstanding for three years and all interest is paid in shares of Common Stock Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(iiii)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.

ISSUANCE OF THE DEBENTURES AND THE WARRANTS. The Debentures and the Warrants are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has on the date hereof will have (and will, at all times while the Debentures and the Warrants are outstanding, maintain maintain) an adequate reserve of duly authorized shares of Common Stock, reserved for issuance to the holders of the such Debentures and the Warrants, to enable it to perform its conversion, exercise conversion and other obligations under this Agreement, the Debentures Agreement and the WarrantsDebentures. Such number of reserved and available shares of Common Stock is shall not be less than the sum of (i) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the Debentures, Debentures assuming such conversion occurred on the Original Issue Date for the DebenturesDate, the Filing Date or the Effectiveness Date (each as defined Debentures remain outstanding for two years and all interest is paid in the Registration Rights Agreement), whichever yields the lowest Conversion Price, shares of Common Stock and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants, and (iii) the number of shares Common Stock which would be issuable upon payment of interest on the Debentures, assuming the Debentures are outstanding for three years and all interest is paid in shares of Common Stock Warrants (such number of shares of Common Stock as contemplated in clauses (i)-(iiii)-(ii), the "INITIAL MINIMUM"). All such authorized shares of Common Stock shall be duly reserved for issuance to the holders of the Debentures and the Warrants. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest thereon Debentures and upon exercise of the Warrants are collectively referred to herein as the "UNDERLYING SHARES." The Debentures, the Warrants and the Underlying Shares are collectively referred to herein as, the "SECURITIES." When issued in accordance with the Debentures Debentures, and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens.