Common use of Issuance of the Securities Clause in Contracts

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Actual Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Shares, when issued will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved shall reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofNotes and Warrants.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided by the Transaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and, if and as applicable, nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Offering Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Liens. The issuance of the CompanyShares is not subject to any preemptive or similar rights to subscribe for or purchase securities. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the CompanyTransaction Documents and Liens resulting from the activities of any Purchaser. The Company has reserved from its duly authorized capital stock a the maximum stated number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized andauthorized. The Shares, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofTransaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock and Preferred Stock for issuance of the Underlying Shares Securities at least equal to the Required Minimum number of Securities which could be issued pursuant to the terms of the Transaction Documents, based on the date hereofthen-anticipated exercise prices of the Warrant.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of shareholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, the Shares and Warrant Shares, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement, the Underlying Additional Investment Rights and the Warrants in order to issue the Shares, the Additional Investment Rights Shares at least equal to and the Required Minimum on the date hereofWarrant Shares (as applicable).

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Liens. As of the Company. The Closing, the Company has will have reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereofShares.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable pursuant to this Agreement and the Warrants in order to issue the full number of Warrant Shares as are or may become issuable in accordance with the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable upon exercise of the Underlying Shares at least equal to Additional Investment Rights and the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a the number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens, other than restrictions on transfer under applicable securities laws. The Company has reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock and Preferred Stock for issuance of the Underlying Shares Securities at least equal to the Required Minimum on number of Securities which could be issued pursuant to the date hereofterms of the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Registrable Securities, when issued will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved shall reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofNotes.

Issuance of the Securities. The Securities are will be duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The On or before the Closing Date, the Company has will have reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on full number of Warrant Shares then issuable upon exercise of the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The As of the Closing Date, the Company has will have reserved from its duly authorized capital stock a such number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens Liens, except for such restrictions on transfer or ownership imposed by the Companyapplicable federal or state securities laws or set forth in this Agreement. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance of issuable pursuant to this Agreement in order to issue the Underlying Shares at least equal to the Required Minimum on the date hereofShares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrant.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the CompanyTransaction Documents and Liens resulting from the activities of any Purchaser. The Company has reserved from its duly authorized capital stock a the maximum stated number of shares of Common Stock for issuance of Shares, Conversion Shares and Warrant Shares issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than any Liens created by or imposed by on the holders thereof through no action of the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable upon conversion of the Underlying Shares at least equal to Notes and exercise of the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the CompanyTransaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens, other than restrictions on transfer under applicable securities laws. The Company has reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than any Liens imposed by the CompanyPurchasers and restrictions on transfer provided for in the Transaction Documents. The Upon Closing, the Company has will have reserved from its duly authorized capital stock a shares the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on Warrants as of the date hereofof this Agreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has shall have reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restriction on transfer arising pursuant to applicable securities laws. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are Shares have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand preemptive rights. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance all of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance issuable pursuant to this Agreement and upon the exercise of the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved shall reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, the Shares and Warrant Shares, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are shall have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has shall have reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a that maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance issuable upon conversion of the Underlying Shares at least equal to Notes and upon exercise of the Warrants, which number of reserved shares is not less than the Required Minimum on calculated as of the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock and Series H Preferred Stock for issuance of the Underlying Shares Securities at least equal to the Required Minimum number of Securities which could be issued pursuant to the terms of the Transaction Documents, based on the date hereofexercise price of the Warrant.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares Securities at least equal to the Required Minimum number of Securities which could be issued pursuant to the terms of the Transaction Documents, based on the date hereofthen-anticipated exercise prices of the Warrant.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Subscription Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Companyliens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance upon exercise of the Underlying Shares at least equal to Warrants. The issuance and sale of the Required Minimum on Securities hereunder does not contravene the date hereofSEC rules and regulations.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares Securities at least equal to the Required Minimum on number of Securities which could be issued pursuant to the date hereofterms of this Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares Securities at least equal to the Required Minimum number of Securities which could be issued pursuant to the terms of this Agreement based on the date hereofcurrent anticipated exercise price of the Warrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed except those created by the CompanyPurchaser and restrictions on transfer arising pursuant to applicable securities laws. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock Ordinary Shares for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the CompanyTransaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock for issuance of the Underlying Shares at least equal to enable it to comply with its exercise obligations under the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the CompanyTransaction Documents and Liens resulting from the activities of any Purchaser. The Company has reserved from its duly authorized capital stock a the maximum stated number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens, other than restrictions on transfer under applicable securities laws. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents or imposed by federal and/or state securities laws. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance Underlying Shares issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable (in the case of the Underlying Securities), free and clear of all Liens imposed by Liens. Upon the Company. The Closing, the Company has will have reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Actual Minimum on the date hereofClosing Date.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance issuable upon conversion of the Underlying Shares at least equal to Note and upon exercise of the Warrant which number of reserved shares is not less than the Required Minimum on calculated as of the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and and/or paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the CompanyTransaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares Securities at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereofShares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and and, in the case of the Acquired Shares, nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance Option Shares, when issued in accordance with the terms of the Underlying Shares at least equal to the Required Minimum on the date hereofOption, will be validly issued, fully paid and nonassessable.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance currently issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand except as set forth on Schedule 3.1(e), shall not be subject to preemptive rights or similar rights of shareholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on the date hereofAdditional Investment Rights.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the Preferred Stock, Warrants and the Underlying Shares will be duly and validly issued, fully paid and (to the extent the concept is applicable) nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with each of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance Securities issuable pursuant to each of the Underlying Shares at least equal to the Required Minimum on the date hereofTransaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restriction. The Company Seller has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear 0:ear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital capita: stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal and Warrants Shares issuable pursuant to the Required Minimum on Shares and the date hereofWarrants, as applicable.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyCompany other than restrictions on transfer provided for in the Transaction Documents and applicable law. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens, other than restrictions on transfer under applicable securities laws. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement, the Underlying Additional Investment Rights and the Warrants in order to issue the Shares, the Additional Investment Right Shares at least equal to and the Required Minimum on the date hereofWarrant Shares (as applicable).

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than any Liens created by or imposed by on the holders thereof through no action of the Company. The Company has reserved from its duly authorized capital stock a (i) the maximum number of shares of Common Stock for issuance issuable pursuant to this Agreement and (ii) the maximum number of shares of Common Stock issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than any Liens created by or imposed by on the holders thereof through no action of the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens, other than restrictions on transfer under applicable securities laws. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Additional Investment Rights in order to issue the Shares at least equal to and the Required Minimum on the date hereofAdditional Investment Right Shares.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance all of the Underlying Shares at least equal issuable pursuant to this Agreement and pursuant to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company(other than restrictions under applicable securities laws), and shall not be subject to preemptive rights or similar rights of shareholders. The Securities are issued in compliance with applicable securities laws, rules and regulations. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable under the Underlying Shares at least equal to the Required Minimum on the date hereofTransaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the CompanyTransaction Documents and Liens resulting from the activities of any Purchaser other than Permitted Liens. The Company has reserved from its duly authorized capital stock a the maximum stated number of shares of Common Stock for issuance of Shares, Conversion Shares and Warrant Shares issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized andand the Shares and Warrant Shares, when issued and paid for in accordance with the applicable Transaction Documents, and the Warrants as of the Closing will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a stock, the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of the Underlying Ordinary Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsherewith, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the number of shares of Common Stock for issuance of the Underlying Shares at least equal issuable pursuant to the Required Minimum on the date hereofthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance of issuable pursuant to this Agreement and the Underlying Shares at least equal to the Required Minimum on the date hereofWarrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company(except for restrictions under federal and state securities laws) and shall not be subject to preemptive rights or similar rights of stockholders that have not been waived. The Company has reserved from its duly authorized capital stock a the maximum number of shares of Common Stock for issuance issuable upon exercise of the Underlying Shares at least equal to the Required Minimum on the date hereofAdditional Investment Rights.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Offering Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Companyand shall not be subject to preemptive rights or similar rights of stockholders. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon assessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock for issuance of the Underlying Shares Securities issuable at least equal to the Required Minimum on the date hereofClosing.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the CompanyLiens. The Company has reserved from its duly authorized capital stock a number of the shares of Common Stock for issuance issuable pursuant to this Agreement and upon exercise of the Underlying Warrants in order to issue the Shares at least equal to and the Required Minimum on the date hereofWarrant Shares.