Common use of Issuance and Ownership of Securities Clause in Contracts

Issuance and Ownership of Securities. Upon issuance in accordance with this Agreement and the terms of the Notes, the Warrants and the Warrants issued to Axiom Capital Management, Inc. (“Axiom” or the “Placement Agent”) as placement agent (the “Placement Agent Warrants”), the Conversion Shares and the Warrant Shares and the common shares underlying the Placement Agent Warrants, will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company owns all outstanding shares of the Subsidiaries, free and clear of any liens and other encumbrances except as set forth in Schedule 2.1(d), and there are no outstanding options, warrants or other rights to purchase equity of any Subsidiary other than as set forth on Schedule 2.1(d).