Common use of Issued Securities Clause in Contracts

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common ----------------- Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock preferred stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other Company securities were issued in full compliance with all Federal applicable federal and state securities lawslaws in all material respects. In addition, as of the date immediately preceding the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any and other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Common Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Common Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Common Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Common Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In additionaddition as of the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all applicable Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, as of the date hereof:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, as of June 30, 1997:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, as of the date hereof:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock Stock, and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Series C Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Series C Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:, as of December 15, 1998 (assuming filing of the restated Charter):

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with with, or were exempt from, all Federal and state securities laws, assuming the accuracy of all representations made by the purchasers thereof. In addition, as of the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, as of the Effective Date:

Issued Securities. 3 All issued and outstanding shares of Common Stock, Preferred Stock preferred stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common ----------------- Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, upon the filing by the Company of a Certificate of Amendment to its Certificate of Incorporation, and such filing shall be no later than the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock preferred stock or any other securities shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other outstanding securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, the authorized capital of the Company consists of:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any preferred stock and other securities of the Company have been duly authorized and validly issued issued, and all outstanding shares of capital stock of the Company are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance in all material respects with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities issued by the Company were issued in full compliance with all Federal and state securities laws. In addition, as the date hereof:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In additionaddition as of the date hereof:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:The Company's capitalization is as set forth in Exhibit V.

Issued Securities. All issued and outstanding shares of Common Stock, Series C-1 Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of January 4, 2011:

Issued Securities. All issued and outstanding shares of Common Stock, Series D Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal applicable state and state securities lawsfederal laws concerning the issuance of securities. In addition, as of the date immediately preceding the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other outstanding securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the Effective Date:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenonaccessable. All outstanding shares of Common Stock, Preferred Stock Stock, and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares ----------------- of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are are, to the Company's knowledge, fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In additionaddition the authorized capital of the Company consists of:

Issued Securities. All issued and outstanding shares of Common StockOrdinary Shares, Preferred Stock Shares or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common StockOrdinary Shares, Preferred Stock Shares and any other securities were issued in full compliance with all Federal and state applicable securities laws. In addition, as of the date immediately preceding the date of the Original Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:The authorized capital of the Company is as provided on the Amended and Restated Certificate of Incorporation on Exhibit D attached hereto.

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In additionaddition The authorized capitalization of the Company as of June 21, 1999 is as follows:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any preferred stock and other securities of the Company have been duly authorized and validly issued issued, and all outstanding shares of capital stock of the Company are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock preferred stock and any other securities were issued in full compliance in all material respects with all Federal federal and state securities laws. In addition:, as of the date immediately preceding the date of this Warrant

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal applicable federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any and other securities of the Company have been duly authorized and validly issued issued, and all outstanding shares of capital stock of the Company are fully paid and nonassessablenon-assessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance in all material respects with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant:

Issued Securities. All issued and outstanding shares of Common ----------------- Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, ------------------ Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Warrant Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:Attached to this Warrant is a true and correct capitalization table of the Company.

Issued Securities. All issued and outstanding shares of Common Stock, Stock ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued Issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred preferred Stock and any other securities were issued in full compliance with all Federal federal and applicable state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stockstock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition:A copy of the Company’s fully-diluted capitalization table is set forth as Annex 1 to this Agreement.

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Stock ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In in addition:

Issued Securities. All issued and outstanding shares of Common Stock, . ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued Issued and are fully paid and nonassessable. All outstanding shares of Common Stocktock, Preferred Stock and any other securities were issued Issued in full compliance with all Federal and state securities laws. In addition, as of August 10. 1999:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In additionaddition :

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Common Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In additionaddition as May 4, 1998:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of August 3, 2011:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In additionaddition the authorized capital of the Company consists of the following as of February 24, 2000:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal federal and applicable state securities laws. In addition:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Company Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Company Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, Series Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Series Preferred Stock and any other securities were issued in full compliance with all Federal federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

Issued Securities. All issued and outstanding shares of Common Stock, ----------------- Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, as of the Effective Date:

Issued Securities. All issued and outstanding shares of Common ----------------- Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition, as of the date hereof:

Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full material compliance with all Federal federal and state securities laws. In addition:The statements made with respect to the number and kind of the Company’s outstanding shares of capital stock in the reports filed by the Company under the Exchange Act are true and correct in all material respects.