Common use of Issuance of Note and Warrant Clause in Contracts

Issuance of Note and Warrant. The issuance, sale and delivery of the Note, Warrant, Second Note and Second Warrant in accordance with this Agreement, and the issuance and delivery of the shares of Common Stock issuable upon (i) conversion of the Note and Second Note (the “Note Shares”) and (ii) exercise of the Warrant and Second Warrant (the “Warrant Shares,” and together with the Note Shares, the “Securities”), have been duly authorized by all necessary corporate action on the part of the Company, and all such shares have been, or will be prior to the Closing or Second Closing, as applicable, duly reserved for issuance. The Securities when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable. This Section 3.4, and all other provisions of Article 3 of this Agreement, are expressly subject to the fact that due to a shortage of authorized but unissued shares of Common Stock, the Securities are not yet authorized and the Note, Second Note, Warrant and Second Warrant cannot be converted or exercised unless and until the Company amends the Articles to increase its authorized number of shares of Common Stock.

Issuance of Note and Warrant. The issuance, sale and delivery of the Note, Warrant, Second Note and Second Warrant in accordance with this Agreement, and the issuance and delivery of the shares of Common Stock issuable upon (i) conversion of the Note and Second Note (the “"Note Shares”") and (ii) exercise of the Warrant and Second Warrant (the “"Warrant Shares,” " and together with the Note Shares, the “"Securities”"), have been duly authorized by all necessary corporate action on the part of the Company, and all such shares have been, or will be prior to the Closing Closing; or Second Closing, as applicable, duly reserved for issuance. The Securities when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable. This Section 3.4, and all other provisions of Article 3 of this Agreement, are expressly subject to the fact that due to a shortage of authorized but unissued shares of Common Stock, the Securities are not yet authorized and the Note, Second Note, Warrant and Second Warrant cannot be converted or exercised unless and until the Company amends the Articles to increase its authorized number of shares of Common Stock.