Page 19 of 67 SEC Filing
The issuance and sale
of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person
(other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding
security.
Except as described
in the SEC Filings, the Company does not have outstanding stockholder purchase rights or “poison pill” or any similar
arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain
events.
4.4 Valid Issuance.
The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly
issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created
by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities
laws. The Debenture and the Warrants have been duly and validly authorized. Upon the conversion of the Debenture, the Debenture
Shares will be validly issued, fully paid and non-assessable, free and clear of all encumbrances and restrictions, except for
restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws and except for those
created by the Investors. Upon the due exercise of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable,
free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents
or imposed by applicable securities laws and except for those created by the Investors. The Company has reserved a sufficient
number of shares of Common Stock for issuance upon the exercise of the Warrants and conversion of the Debenture, free and clear
of all encumbrances and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by
applicable securities laws and except for those created by the Investors.
4.5 Consents.
The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the
Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official
other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable
state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy
of the representations and warranties of the Investors set forth in Section 5 hereof, the Company has taken all action
necessary to exempt (i) the issuance and sale of the Shares, the Debenture and the Warrants, (ii) the issuance of the Warrant
Shares upon due exercise of the Warrants, (iii) the issuance of the Debenture Shares upon conversion of the Debenture, and (iv)
the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison
pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to
which the Company or any of its assets and properties may be subject and any provision of the Company’s Certificate of Incorporation
or By-laws that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated
hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Shares, the
Warrant Shares and Debenture Shares by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement
or the other Transaction Documents.
| 6 |
