Common use of Authorization and Issuance of Warrants Clause in Contracts

Authorization and Issuance of Warrants. The issuance of the Warrants has been duly authorized and, upon delivery to the Purchasers of the Warrant Certificates therefor in accordance with the terms hereof, the Warrants will have been validly issued and fully paid and nonassessable, free and clear of all Liens and the issuance thereof will not give rise to any preemptive rights. The issuance of the shares of Series A Special Preferred Stock subject to the Warrants has been duly authorized and, when issued upon exercise of the Warrants, such shares will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not give rise to any preemptive rights. The issuance of the shares of Common Stock issuable upon conversion of the Series A Special Preferred Stock has been duly authorized and, when issued upon conversion of the Series A Special Preferred Stock, such shares will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not give rise to any preemptive rights. 250,000 shares of Series A Special Preferred Stock have been duly reserved for issuance upon the exercise of the Warrants and 5,000,000 shares of Common Stock have been duly reserved for issuance upon the conversion of the Series A Special Preferred Stock. Except as set forth in the Registration Rights Agreement and as set forth on Exhibit D attached hereto, no Person has the right to demand or any other right to cause the Company to file any registration statement under the Securities Act relating to any securities of the Company or any right to participate in the any such registration.

Authorization and Issuance of Warrants. The issuance of the Warrants has been duly authorized and, upon delivery to the Purchasers Purchaser of the Warrant Certificates therefor in accordance with the terms hereof, the Warrants will have been validly issued and fully paid and nonassessable, free and clear of all Liens and the issuance thereof will not give rise to any preemptive rights. The issuance of the shares of Series Class A Special Preferred Common Stock subject to the Warrants has been duly authorized and, when issued upon exercise of the WarrantsWarrants in accordance with the terms thereof, such shares will have been validly issued and will be fully paid and nonassessable. The issuance of the shares of Voting Common Stock issuable upon conversion of the Class A Common Stock has been duly authorized and, when issued upon conversion of the Class A Common Stock in accordance with the terms thereof, such shares will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not give rise to any preemptive rights. The issuance of the 69,668 shares of Class A Common Stock issuable upon conversion of the Series A Special Preferred Stock has been duly authorized and, when issued upon conversion of the Series A Special Preferred Stock, such shares will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not give rise to any preemptive rights. 250,000 shares of Series A Special Preferred Stock have been duly reserved for issuance upon the exercise of the Warrants and 5,000,000 shares of Common Stock have been duly reserved for issuance upon the conversion of the Series A Special Preferred StockWarrants. Except as set forth in the Registration Rights Agreement and as set forth on Exhibit D attached heretoD, no Person has the right to demand or any other right to cause the Company to file any registration statement under the Securities Act relating to any securities of the Company or any right to participate in the any such registration.

Authorization and Issuance of Warrants. The Parent has authorized (a) the issuance of a common stock purchase warrant in the form of Exhibit W-1 hereto (such warrant, together with the rights to purchase Common Stock provided thereby and all warrants covering such stock issued upon transfer, division or combination of, or in substitution for, any thereof, being herein called the "Warrants") for issuance to Foothill pursuant to this Agreement, and (b) the issuance of such number of shares of Common Stock as shall be necessary to permit Parent to comply with its obligations to issue the shares of Common Stock issuable pursuant to the Warrants, which shall initially be an amount equal to 160,000 shares of the issued and outstanding shares of Common Stock. It is understood and agreed that the Warrants contain provisions affecting the number of shares of Common Stock that may be acquired, which provisions are set forth in the Warrants. Such Warrants will have an initial exercise price equal to the arithmetic average of the closing bid prices of the Common Stock on the ten trading days immediately preceding but not including the Third Amendment Effective Date, rounded downward to the penny. Parent has the requisite corporate power and authorit▇ ▇▇ enter into and perform its obligations under the Warrants and the Registration Rights Agreement and to issue the Warrant Shares, in accordance with their terms. The Warrant Shares have been duly authorized and, upon delivery to the Purchasers of the Warrant Certificates therefor in accordance with the terms hereof, the Warrants will have been validly issued and fully paid and nonassessable, free and clear of all Liens and the reserved for issuance thereof will not give rise to any preemptive rights. The issuance of the shares of Series A Special Preferred Stock subject to the Warrants has been duly authorized and, when issued upon exercise of the Warrants, and upon such shares will have been validly issued and exercise, will be validly issued, fully paid and nonassessable non-assessable, free from all taxes, liens and charges with respect to the issuance thereof issue thereof, and will not give rise be subject to any preemptive rights. The issuance rights or other similar rights of the shares stockholders of Common Stock issuable upon conversion of the Series A Special Preferred Stock has been duly authorized and, when issued upon conversion of the Series A Special Preferred Stock, such shares will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not give rise to any preemptive rights. 250,000 shares of Series A Special Preferred Stock have been duly reserved for issuance upon the exercise of the Warrants and 5,000,000 shares of Common Stock have been duly reserved for issuance upon the conversion of the Series A Special Preferred Stock. Except as set forth in the Registration Rights Agreement and as set forth on Exhibit D attached hereto, no Person has the right to demand or any other right to cause the Company to file any registration statement under the Securities Act relating to any securities of the Company or any right to participate in the any such registrationParent."

Authorization and Issuance of Warrants. The Parent has authorized (a) the issuance of a common stock purchase warrant in the form of Exhibit W-1 hereto (such warrant, together with the rights to purchase Common Stock provided thereby and all warrants covering such stock issued upon transfer, division or combination of, or in substitution for, any thereof, being herein called the "Warrants") for issuance to Foothill pursuant to this Agreement, and (b) the issuance of such number of shares of Common Stock as shall be necessary to permit Parent to comply with its obligations to issue the shares of Common Stock issuable pursuant to the Warrants, which shall initially be an amount equal to 80,000 shares of the issued and outstanding shares of Common Stock. It is understood and agreed that the Warrants contain provisions affecting the number of shares of Common Stock that may be acquired, which provisions are set forth in the Warrants. Such Warrants will have an initial exercise price equal to an amount not greater than (i) $1.00 per share, and will cease to be exercisable on a date that is the third anniversary of the Closing Date. Parent has the requisite corporate power and authority to enter into and perform its obligations under the Warrants and the Registration Rights Agreement and to issue the Warrant Shares, in accordance with their terms. The Warrant Shares have been duly authorized and, upon delivery to the Purchasers of the Warrant Certificates therefor in accordance with the terms hereof, the Warrants will have been validly issued and fully paid and nonassessable, free and clear of all Liens and the reserved for issuance thereof will not give rise to any preemptive rights. The issuance of the shares of Series A Special Preferred Stock subject to the Warrants has been duly authorized and, when issued upon exercise of the Warrants, and upon such shares will have been validly issued and exercise, will be validly issued, fully paid and nonassessable non-assessable, free from all taxes, liens and charges with respect to the issuance thereof issue thereof, and will not give rise be subject to any preemptive rights. The issuance rights or other similar rights of the shares stockholders of Common Stock issuable upon conversion of the Series A Special Preferred Stock has been duly authorized and, when issued upon conversion of the Series A Special Preferred Stock, such shares will have been validly issued and will be fully paid and nonassessable and the issuance thereof will not give rise to any preemptive rights. 250,000 shares of Series A Special Preferred Stock have been duly reserved for issuance upon the exercise of the Warrants and 5,000,000 shares of Common Stock have been duly reserved for issuance upon the conversion of the Series A Special Preferred Stock. Except as set forth in the Registration Rights Agreement and as set forth on Exhibit D attached hereto, no Person has the right to demand or any other right to cause the Company to file any registration statement under the Securities Act relating to any securities of the Company or any right to participate in the any such registrationParent.