Common use of Issuance of the Shares Clause in Contracts

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been 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 LiensLiens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The As of the Closing, the Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Preferred Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in this Agreement. The Company has reserved from its duly authorized capital stock the a number of shares of Common Stock issuable for issuance pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with this Agreement and the Transaction DocumentsOffering Circular, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all LiensLiens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesOffering Circular.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsterms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company. The Company has reserved from its duly authorized share capital stock the shares maximum number of Common Stock Shares issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been 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 LiensLiens other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of any and all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares and the Warrant Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The As of the Closing, the Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares and the Warrant Shares.

Issuance of the Shares. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement and the Warrants in order to issue the Shares and the Warrant Shares.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and under applicable federal and state securities laws. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in this Agreement. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized share capital stock the shares of Common Stock Ordinary Shares issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Amendment, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAmendment.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the terms and conditions of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock stock, the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in this Agreement. Based in part on the accuracy of the representations and warranties of the Purchasers in the Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of any and all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares and Warrant Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Warrants have been duly authorized for issuance. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares and Warrant Shares.

Issuance of the Shares. The Shares have been Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved will reserve from its duly authorized capital stock the a number of shares of Common Stock issuable for issuance of the Conversion Shares at least equal to the number of Conversion Shares which could be issued pursuant to this Agreement in order to issue the terms of the Shares.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all LiensLiens and will not be subject to preemptive or similar rights of shareholders (other than those imposed by the Investors). The Company has reserved from its duly authorized share capital stock the shares of Common Stock Ordinary Shares issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares. The Securities are not subject to any preemptive or similar rights to subscribe for or purchase securities.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The As of the Closing, the Company has will have reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been 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 LiensLiens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue and the Sharesexercise of the Warrants.

Issuance of the Shares. The issuance of the Shares have been is duly authorized and, when issued and paid for in accordance with the Transaction Documents, the Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock currently issuable pursuant to this Agreement in order to issue the SharesTransaction Documents.

Issuance of the Shares. The Upon the approval of the transactions contemplated by the Transaction Documents by the Company's shareholders, the Shares will have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been Upon the Stockholder Approval, the Securities will be duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Upon Stockholder Approval, the Company has reserved will reserve from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been are duly authorized andand the Shares, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock stock, the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been duly are authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsterms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens, encumbrances and rights of first refusal. The Company has reserved from its a sufficient number of duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue all of the Shares. At the Closing, the Shares shall have been listed for trading on the Trading Market.

Issuance of the Shares. The Shares have been 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 LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been 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. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

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

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens, other than restrictions on transfer under applicable securities laws. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsterms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens, encumbrances and rights of first refusal. The Company has reserved from its a sufficient number of duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue all of the Shares. At each Closing, the related Shares shall have been listed for trading on the Nasdaq National Market (the "Trading Market").

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens. The Any claims by the Company has reserved from its duly authorized capital stock against the shares Investor in connection with the delivery of Common Stock issuable pursuant the Final Payment shall not affect the ownership rights of the Shares and shall represent a wholly separate claim by the Company against the Investor limited to this Agreement in order to issue the Sharesmonetary damages.

Issuance of the Shares. The Shares have been are duly authorized and, when issued issued, sold and paid for delivered in accordance with the Transaction DocumentsDocuments for the consideration specified herein, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all LiensLiens other than those arising under applicable federal and state securities laws as a result of the private placement of the Shares to Seaside contemplated hereby. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsterms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens, encumbrances and rights of first refusal. The Company has reserved from its a sufficient number of duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue all of the Shares. At the Closing, the Shares shall have been listed for trading on the Nasdaq SmallCap Market (the "Trading Market").

Issuance of the Shares. The Shares have been 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 LiensLiens imposed by the Company other than restrictions on transfer provided for in the applicable Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction DocumentsAgreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens imposed by the Company other than restrictions on transfer provided for in the Agreement. The Company has reserved from its duly authorized capital stock the shares maximum number of Common Stock Shares issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue and the SharesWarrants.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The 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 LiensLiens imposed by the Company, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. The Subject to the Stockholder Approval and the consummation of both the Authorized Share Increase and the Reverse Stock Split, the Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesRequired Minimum.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue and the SharesOption.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares. The Securities are not subject to any preemptive or similar rights to subscribe for or purchase securities.

Issuance of the Shares. The Shares have been 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. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Preferred Stock issuable pursuant to this Agreement in order to issue as well as the Sharesmaximum number of shares of Common Stock into which such Preferred Stock is convertible.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documentsterms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens, encumbrances and rights of first refusal. The Company has reserved from its a sufficient number of duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue all of the Shares. At the Closing, the Shares shall have been listed for trading on the Nasdaq National Market (the "Trading Market").

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, nonassessable and free and clear of all Liens. The Company has reserved from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.

Issuance of the Shares. The Shares have been are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens, other than any Liens created by or imposed on the holders thereof through no action of the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement in order to issue the SharesAgreement.