Common use of Valid Issuance of Common Stock Clause in Contracts

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold sold, and delivered in accordance with the terms hereof of the Warrants for the consideration expressed hereintherein, will be duly and validly authorized and issued, fully paid and nonassessable and, based in part upon the representations and free warranties of restrictions on transfer other than restrictions on transfer under the Holders in this Agreement Warrant, will be issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares have been duly authorized and, when issued, sold and delivered in accordance with the terms hereof this Agreement for the consideration expressed herein, herein will be duly and validly authorized and issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of restrictions on transfer other than all liens, charges and encumbrances of any nature whatsoever except for restrictions on transfer under this Agreement and under applicable Federal and state and federal securities laws.

Valid Issuance of Common Stock. The Commitment Shares, the Fee Shares and Put Shares, when issued, sold and delivered in accordance with the terms hereof hereof, for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and nonassessable, will be issued free of restrictions on transfer other than restrictions on transfer under any preemptive rights and, based in part upon the representations of Investor in this Agreement Agreement, will be issued in compliance with all applicable U.S. federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawslaws or as contemplated hereby or by the Rights Agreement.

Valid Issuance of Common Stock. The SharesShares being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawslaws or as contemplated hereby or by the Registration Rights Agreement.

Valid Issuance of Common Stock. The SharesCommon Stock, when issued, sold and delivered issued in accordance compliance with the terms hereof for the consideration expressed herein, provisions of this Agreement will be duly and authorized, validly authorized and issued, fully paid and nonassessable non-assessable, and will be free of restrictions on transfer other than any liens or encumbrances caused or created by the Company; provided, however, that all such shares may be subject to restrictions on transfer under this Agreement and applicable state and federal securities laws as set forth herein, and as may be required by future changes in such laws.

Valid Issuance of Common Stock. The Commitment Shares, Fee Shares and Put Shares, when issued, sold and delivered in accordance with the terms hereof hereof, for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and nonassessable, will be issued free of restrictions on transfer other than restrictions on transfer under any preemptive rights and, based in part upon the representations of Investor in this Agreement Agreement, will be issued in compliance with all applicable U.S. federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, shares of Common Stock issuable in accordance with this Agreement when issued, sold paid for and delivered to the Investor in accordance with the terms hereof for the consideration expressed hereinof this Agreement will constitute validly authorized, will be duly and validly authorized and issued, fully paid and nonassessable non-assessable shares of Common Stock, and free the issuance thereof will not conflict with the organizational documents of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsthe Corporation, as amended to date, nor with any outstanding warrants, option, call, preemptive right or commitment of any type relating to the Corporation’s capital stock.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered issued against payment thereof in accordance with the terms hereof for the consideration expressed hereinthis Agreement, will be duly and validly authorized and issued, fully paid and nonassessable and free and, based in part upon the representations of restrictions on transfer other than restrictions on transfer under the Investor in this Agreement and except for requisite Federal securities and state blue sky filings, will be issued in compliance with all applicable federal and state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when (a) When issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, the Shares will be duly validly issued and validly authorized and issuedoutstanding, fully paid and nonassessable and free not subject to any preemptive rights, rights of restrictions on transfer first refusal or other than restrictions on transfer under this Agreement and applicable state and federal securities lawssimilar rights imposed by the Company.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable non-assessable and free of restrictions on transfer other than will be issued in compliance with all applicable federal and state securities laws; provided, however, that the Shares are subject to restrictions on transfer under this Agreement and applicable U.S. state and and/or federal securities lawslaws and as set forth herein.

Valid Issuance of Common Stock. (a) The SharesCommon Stock which is being purchased by the Investor hereunder, when issued, sold sold, and delivered in accordance with the terms hereof for the consideration expressed hereinor thereof, will be duly and validly authorized and issued, fully paid and nonassessable free and free clear of restrictions on transfer other than restrictions on transfer any taxes, liens, claims, preemptive rights or similar rights or encumbrances imposed by or through the Company or under law and, assuming the accuracy of the representations of the Investor in this Agreement Agreement, will be issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares that are being purchased by Acquirer hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares have been duly authorized and, when issued, sold and delivered in accordance with the terms hereof this Agreement for the consideration expressed herein, herein will be duly and validly authorized and issued, fully paid and nonassessable and will be free and clear of restrictions on transfer other than all liens, charges and encumbrances (collectively, “Encumbrances”) of any nature whatsoever except for (i) restrictions on transfer under this Agreement and under applicable Federal and state securities laws and federal securities laws(ii) Encumbrances created by each Purchaser.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Purchaser hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold sold, and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Based in part upon the representations of the Investor in this Agreement, the sale and issuance of the Shares will be in compliance with all Requirements of Law.

Valid Issuance of Common Stock. The Shares, when issued, sold sold, and delivered in accordance with the terms hereof of this Warrant for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and, based in part upon the representations and free warranties of restrictions on transfer other than restrictions on transfer under the Holders in this Agreement Warrant, will be issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsnon-assessable.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed hereinPurchase Price, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock to be sold ------------------------------ hereby has been duly authorized and, when issued, sold delivered and delivered paid for in accordance with the terms hereof for the consideration expressed hereinmanner set forth in this Agreement, will be duly and authorized, validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Common Stock by the Company pursuant to this Agreement.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of liens, encumbrances, pre-emptive rights or similar rights or restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawslaws or as contemplated hereby.

Valid Issuance of Common Stock. The Sharesshares of Common Stock which are being issued to the Buyers hereunder, have been duly and validly authorized and when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and free based in part on the representations of restrictions on transfer other than restrictions on transfer under this Agreement the Buyers herein, will be validly issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed hereinset forth in this Agreement, will be duly and validly authorized and issued, fully paid and nonassessable and nonassessable, free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws, and free and clear of all Liens.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than will be issued in compliance with all applicable federal and state securities laws; provided, however, that the Shares are subject to restrictions on transfer under this Agreement and applicable U.S. state and and/or federal securities lawslaws and as set forth herein.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and authorized, validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold (as a result of an exercise of this Warrant), and delivered in accordance with the terms hereof and conditions of this Warrant for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsnonassessable.

Valid Issuance of Common Stock. The SharesShares have been duly authorized and, when issued, sold and delivered in accordance with the terms hereof this Agreement for the consideration expressed herein, herein will be duly and validly authorized and issued, fully paid and nonassessable non-assessable and will be free and clear of restrictions on transfer other than all, charges and encumbrances (collectively, “Encumbrances”) of any nature whatsoever except for (i) restrictions on transfer under this Agreement and under applicable federal and state securities laws and federal securities laws(ii) Encumbrances created by each Purchaser.

Valid Issuance of Common Stock. The SharesCommon Stock, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than will be issued in compliance with all applicable federal and state securities laws; provided, however, that the Shares are subject to restrictions on transfer under this Agreement and applicable U.S. state and and/or federal securities lawslaws and as set forth herein.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares that are being issued to the Licensor pursuant to this Agreement are duly and validly authorized and, when issued, sold and delivered in accordance with the terms hereof for the consideration duly expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsnonassessable.

Valid Issuance of Common Stock. The SharesShares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawslaws or as contemplated hereby.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and Purchaser will have good title to the Shares, free and clear of restrictions on transfer other than restrictions on transfer under this Agreement all liens, security interests, pledges, charges, encumbrances and applicable state and federal securities lawsstockholder agreements.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Purchaser hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer and voting under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being ------------------------------ purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed hereinPurchase Price, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and ---------------------------------- delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and Purchaser will have good title to the Shares, free and clear of restrictions on transfer other than restrictions on transfer under this Agreement all liens, security interests, pledges, charges, encumbrances and applicable state and federal securities laws.stockholder agreements. 2.6

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Sharesshares of Common Stock issuable upon exercise of the Warrants, when issued, sold and delivered in accordance with the terms hereof of the Warrants for the consideration expressed hereintherein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsAgreement.

Valid Issuance of Common Stock. The SharesPurchased Stock, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Amended Voting Agreement and the Amended Registration Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock which is being purchased by each Investor hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of any liens, claims, charges, encumbrances, or restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawslaws or as contemplated hereby or by the Rights Agreement.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered issued against payment thereof in accordance with the terms hereof for the consideration expressed hereinthis Agreement, will be duly and validly authorized and issued, fully paid and nonassessable and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable federal and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares being purchased by the Investor hereunder, when issued, sold sold, and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Sharesshares of Common Stock being acquired by the Investor and the Management Stockholders hereunder, when issued, sold sold, exchanged, and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free and clear of all liens, claims, encumbrances and restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders’ Agreement, and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock being purchased by the Investors hereunder, when issued, sold sold, and delivered in accordance with the terms hereof for the consideration expressed provided for herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Purchaser under this Agreement, when issued, sold sold, and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares that are being purchased by the Purchaser hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsany liens, security interests, encumbrances or restrictions.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered issued against payment thereof in accordance with the terms hereof for the consideration expressed hereinthis Agreement, will be duly and validly authorized and issued, fully paid and nonassessable and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable federal and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws. 2.5.

Valid Issuance of Common Stock. The Shares, when When issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, the Shares will be duly and authorized, validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer nonassessable, and, other than restrictions on transfer under this Agreement and applicable state and federal securities lawsas set forth or contemplated herein or in the Investor Rights Agreement, will not be subject to any preemptive rights, rights of first refusal or other similar rights.

Valid Issuance of Common Stock. The Shares, Common Stock issued pursuant to this Agreement when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, issued will be duly and (a) validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws, or Liens created by or imposed by Seller, and (b) issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Common Stock. The SharesShares which are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, and will be fully paid and nonassessable nonassess able and, based in part upon the representations of the Investors in this Agreement, the Shares will be issued in compliance with all applicable federal and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, Shares being purchased by Investor hereunder when issued, sold and delivered delivered, in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable. The Warrant Shares when issued, sold and free delivered, in accordance with the terms of restrictions on transfer other than restrictions on transfer under this Agreement the Warrants, will be duly and applicable state validly issued, fully paid and federal securities lawsnonassessable.

Valid Issuance of Common Stock. (a) The SharesCommon Stock that is being or may be purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed set forth herein, will be duly authorized and duly and validly authorized and issued, fully paid and nonassessable and will be free and clear of all claims, liens and charges of the Company and free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold sold, and delivered in accordance with the terms hereof of the Warrants for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and, based in part upon the representations and free warranties of restrictions on transfer other than restrictions on transfer under Holders in this Agreement Warrant, will be issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCompany Common Stock and International Common Stock that is being purchased by the Buyer, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares have been duly authorized and, when issued, sold and delivered in accordance with the terms hereof this Agreement for the consideration expressed hereinPurchase Price, will be duly and validly authorized and issued, fully paid and nonassessable and will be free and clear of restrictions on transfer other than all liens, charges and encumbrances (collectively, “Encumbrances”) of any nature whatsoever except for (i) restrictions on transfer under this Agreement and under applicable Federal and state securities laws and federal securities laws(ii) Encumbrances created by a Purchaser.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and authorized, validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Sharesshares of Common Stock issuable upon exercise of the Warrants (or the Substitute Warrants, if so issued), when issued, sold and delivered in accordance with the terms hereof of the Warrants (or the Substitute Warrants, if so issued) for the consideration expressed hereintherein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsAgreement.

Valid Issuance of Common Stock. 3.4.1 The SharesShares being purchased by the Buyer hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement will be issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock, when authorized, issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement Agreement, and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares that are being ------------------------------ purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed set forth herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable federal and state securities laws and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance compliance with the terms hereof for provisions of the consideration expressed hereinWarrant Documents, will be duly and validly authorized and issued, fully paid and nonassessable non- 2 assessable and will be free of any claims, liens, encumbrances, security interests, options, rights of first refusal, charges or restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawswhatsoever.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under set forth in this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Sharesshares being issued hereunder, when issued, sold and delivered in accordance with the terms hereof term of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesSecurities have been duly authorized and, when issued, sold and delivered in accordance with the terms hereof this Agreement for the consideration expressed herein, herein will be duly and validly authorized and issued, fully paid and nonassessable and will be free and clear of restrictions on transfer other than all liens, charges and encumbrances (collectively, “Encumbrances”) of any nature whatsoever except for (i) restrictions on transfer under this Agreement and under applicable Federal and state securities laws and federal securities laws(ii) Encumbrances created by each Purchaser.

Valid Issuance of Common Stock. The SharesShares that are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable federal and state securities laws and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares that are being purchased by the Purchaser hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, will be issued in compliance with all applicable federal and state securities laws and will be free of restrictions restriction on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by Purchaser hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer directly or indirectly created by the Company other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when (i) When issued, sold sold, and delivered in accordance with the terms hereof and for the consideration expressed hereinherein stated, the Shares will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and free of restrictions on transfer other than restrictions on transfer under this Agreement any and applicable state all liens and federal securities lawsencumbrances, except such as may be created or suffered by the Investor, and will have the rights, preferences, and privileges described in the Company's articles of incorporation.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when When issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed hereinin this Agreement, the Shares will be duly and authorized, validly authorized and issued, fully paid and nonassessable paid, non-assessable and free of restrictions on transfer other than restrictions on transfer imposed or created under this Agreement and Agreement, by applicable state and law or by the Purchaser and, based in part upon the representations of the Purchaser in this Agreement, will be issued in compliance in all material respects with applicable U.S. federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased hereunder, when issued, sold and delivered by the in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares of Common Stock issuable to the Investor hereunder, when issued, sold paid for and delivered in accordance with the terms hereof for the consideration expressed hereinof this Agreement, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable federal and state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares being issued to the Seller hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsnonassessable.

Valid Issuance of Common Stock. (a) The Purchased Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, (i) will be duly and validly authorized and issued, fully paid and nonassessable and nonassessable, (ii) will be free of restrictions on transfer any pledges, liens, security interests, claims or other than restrictions on transfer under this Agreement encumbrances of any kind, and (iii) shall be issued in compliance with all applicable federal and state and federal securities laws.

Valid Issuance of Common Stock. The Sharesshares of Common Stock, when ------------------------------ issued, sold and delivered in accordance with the terms hereof for the consideration expressed stated herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities lawsany liens or encumbrances, except such as may be created or suffered by the Investor.

Valid Issuance of Common Stock. The SharesConsideration Shares that are being purchased by the Company hereunder, when issued, sold sold, and delivered in accordance with the terms hereof of this Agreement, for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Sharesshares of Common Stock issuable upon conversion of the Debentures and upon exercise of the Warrant, when issued, sold and delivered in accordance with the terms hereof of the Debenture and Warrant for the consideration expressed hereintherein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement Agreement, and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Purchased Shares, when issued, sold and delivered in accordance with the terms hereof in consideration for the consideration expressed hereinPurchase Price, will be (a) duly and validly authorized and issued, fully paid and nonassessable non-assessable, and (b) free and clear of restrictions on transfer any liens or encumbrances other than any liens and encumbrances created by the Purchasers or restrictions on transfer under this Agreement federal and applicable state securities laws and federal securities lawsthe Registration Rights Agreement. The Purchased Shares will not be issued in violation of any preemptive rights.

Valid Issuance of Common Stock. The Shares, when issued, sold issued and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Based in part upon the representations of the Investor in this Agreement, the issuance of the Shares will be in compliance with all Requirements of Law.

Valid Issuance of Common Stock. (a) The SharesShares which are being issued in connection with the Merger, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and will be issued in compliance with all applicable federal and state securities laws, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered issued against payment thereof in accordance with the terms hereof for the consideration expressed hereinthis Agreement, will be duly and validly authorized and issued, fully paid and nonassessable non-assessable and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable federal and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold sold, and delivered in accordance with the terms hereof of this Warrant for the consideration expressed hereintherein, will be duly and validly authorized and issued, fully paid and nonassessable and, based in part upon the representations and free warranties of restrictions on transfer other than restrictions on transfer under the Holder in this Agreement Warrant, will be issued in compliance with all applicable federal and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, nonassessable, free of pre-emptive rights and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed hereinhereof, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and the applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares which are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, and will be fully paid and nonassessable and, based in part upon the representations of the Investors in this Agreement, the Shares will be issued in compliance with all applicable federal and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares have been duly authorized and, when issued, sold and delivered in accordance with this Agreement in consideration of the terms hereof for the consideration expressed hereinExchange, will be duly and validly authorized and issued, fully paid and nonassessable and will be free and clear of restrictions on transfer other than all liens, charges and encumbrances (collectively, “Encumbrances”) of any nature whatsoever except for (i) restrictions on transfer under this Agreement and under applicable Federal and state securities laws and federal securities laws(ii) Encumbrances created by a Holder.

Valid Issuance of Common Stock. The SharesCommon Stock being purchased by Investor pursuant to this Agreement, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Bank, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The Shares, when issued, sold Shares have been duly and delivered in accordance with the terms hereof validly reserved for the consideration expressed herein, issuance and will be duly and validly authorized and issued, fully paid and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesCommon Stock that is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Lockup Agreement (as defined below) and the Investor Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Common Stock. The SharesShares being purchased by the Purchasers hereunder, when issued, sold and delivered in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly authorized and issued, fully paid paid, and nonassessable nonassessable, and will be free of any encumbrances, preemptive rights or restrictions on transfer other than restrictions on transfer under this Agreement and the documents executed simultaneously with this Agreement and under applicable state and federal securities laws.