Ti	=	Representations and Warranties of {the_Company}
0.Sec	=	In connection with the transactions provided for herein, {the_Company} hereby represents and warrants to {the_Investor} that:
1.Ti	=	Organization, Good Standing and Qualification
1.sec	=	{1.1.Sen} {1.2.Sen}
1.1.Sen	=	{The_Company} is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.
1.2.Sen	=	{The_Company} is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
2.Ti	=	Authorization
2.sec	=	Except for the authorization and issuance of the {Conversion_Shares} issuable in connection with the {Next_Equity_Financing}, a {Corporate_Transaction} or an optional conversion on or after the {Maturity_Date}, all corporate action has been taken on the part of {the_Company}, its officers, directors and stockholders necessary for the authorization, execution and delivery of this {KISS}. {The_Company} has taken all corporate action required to make all of the obligations of {the_Company} reflected in the provisions of this {KISS} the valid and enforceable obligations they purport to be, and this {KISS}, when executed and delivered by {the_Company}, shall constitute the valid and legally binding obligation of {the_Company}, enforceable against {the_Company} in accordance with its terms.
3.Ti	=	Offering
3.sec	=	Subject in part to the truth and accuracy of {the_Investor}'s representations set forth herein, the offer, sale and issuance of this {KISS} are exempt from the registration requirements of any applicable state and federal securities laws, and neither {the_Company} nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
4.Ti	=	Compliance with Other Instruments
4.sec	=	The execution, delivery and performance of this {KISS}, and the consummation of the transactions contemplated hereby, will not constitute or result in a default, violation, conflict or breach in any material respect of any provision of {the_Company}'s current Certificate of Incorporation or bylaws, or in any material respect of any instrument, judgment, order, writ, decree, privacy policy or contract to which it is a party or by which it is bound, or, to its knowledge, of any provision of any federal or state statute, rule or regulation applicable to {the_Company}.
5.Ti	=	Valid Issuance of Stock
5.sec	=	The {Conversion_Shares}, when issued, sold and delivered upon conversion of this {KISS}, will be duly authorized and validly issued, fully paid and nonassessable, will be free of restrictions on transfer other than restrictions on transfer set forth herein and pursuant to applicable state and federal securities laws and, based in part upon the representations and warranties of {the_Investor} herein, will be issued in compliance with all applicable federal and state securities laws.
6.Ti	=	Intellectual Property
6.sec	=	To its knowledge, {the_Company} owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of its business as now conducted and as presently proposed to be conducted without any known conflict with, or infringement of, the rights of others. {The_Company} has not received any communications alleging that {the_Company} has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person.
7.Ti	=	Litigation
7.sec	=	To {the_Company}'s knowledge, there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or threatened against {the_Company} or any of its properties or any of its officers or managers (in their capacities as such). There is no judgment, decree or order against {the_Company}, or, to the knowledge of {the_Company}, any of its directors or managers (in their capacities as such), that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by this {KISS}, or that could reasonably be expected to have a material adverse effect on {the_Company}.
	=	[G/Z/ol/7]