Common use of Valid Issuance Clause in Contracts

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.

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)restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized andShares, when issued and paid for pursuant to in compliance with the provisions of this Agreement, Agreement will be duly authorized, validly issued, fully paid and nonassessablenon-assessable, and shall will be free and clear of all any liens or encumbrances and restrictions (other than those caused or created by the Investors)Company; provided, except for however, that all such shares may be subject to restrictions on transfer under state and federal securities laws as set forth herein, and as may be required by future changes in the Transaction Documents or imposed by applicable securities such laws.

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 InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

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 InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized andShares, when issued and paid for pursuant to in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenonassessable and free of any liens, and shall be free and clear preemptive rights, rights of all encumbrances and first refusal, restrictions (or encumbrances, other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities lawsPurchaser.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this AgreementSubscription, 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 InvestorsParticipant), except for restrictions on transfer set forth in the Transaction Documents transaction documents or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized and, when authorized. When issued and paid for pursuant to this Agreementin accordance with the terms hereof, the Shares will be validly issued, fully paid and nonassessablenon-assessable, and shall will be free and clear of all encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents herein or imposed by applicable securities lawslaws and except for those created by the Purchaser.

Valid Issuance. The Shares have been duly and validly authorized andauthorized. The Shares, when issued and paid for pursuant to this Agreement, Agreement will be validly issued, fully paid and nonassessable, and shall will 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 this Agreement or imposed by applicable securities laws.

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 InvestorsSubscriber), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized andwill, when issued and paid for pursuant to in accordance with the provisions of 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.

Valid Issuance. The Shares have been duly and validly authorized and, when issued issued, delivered and paid for pursuant to in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and shall will be issued free and clear of all encumbrances and any liens or other restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by under applicable securities laws) and the issuance of the Shares will not be subject to any preemptive or similar rights.

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)restrictions, except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.

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 InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents Agreement or imposed by applicable securities laws.

Valid Issuance. (a) 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 liens, encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized andShares, when issued issued, sold and paid delivered in accordance with the terms of this Agreement for pursuant to this Agreementthe consideration provided for herein, will be duly authorized, validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (any liens or encumbrances, other than those created by the Investors), except for restrictions on transfer set forth in under the Transaction Documents or imposed by and applicable state and federal securities laws.

Valid Issuance. The Shares have been duly and validly authorized for issuance -------------- and, when issued and paid for pursuant delivered to the Purchasers by the Company against payment therefor in accordance with the terms of this Agreement, will be duly and validly issued, issued and fully paid and nonassessable. The Conversion Shares have been duly authorized for issuance and, when issued upon conversion of the Shares in accordance with the provisions of the Certificate, will be duly and shall be free validly issued and clear of all encumbrances fully paid 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 lawsnonassessable.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to the terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents herein or imposed by applicable securities lawslaws and except for those created by the applicable Purchaser.

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.

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 Xxxxx), including preemptive rights, rights of first refusal or other similar rights of stockholders of the Investors)Company, except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to in accordance with this Agreement, will be duly and 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 lawsLiens.

Valid Issuance. The Shares have been to be issued pursuant to this Agreement will, when issued, allotted and delivered in accordance with the terms of this Agreement for the consideration expressed herein, be duly and validly authorized issued and, when issued and paid for pursuant to this Agreementat the Investment Closing, all such Shares will be validly issued, fully paid and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof, and shall will 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 lawsLiens.

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 liabilities, debts, obligations, encumbrances, leases, indebtedness, liens, charges, and restrictions pledges, of whatever nature, whether fixed or contingent, disclosed or undisclosed, foreseen or unforeseen (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

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 nonassessable free and clear of all encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.

Valid Issuance. The Purchased Shares to be issued and sold by the Company hereunder have been duly and validly authorized and, when issued and delivered and paid for pursuant to this Agreementas provided herein, will be duly and validly issued, will be fully paid and nonassessablenon-assessable, and shall be free and clear of all encumbrances and restrictions Encumbrances (other than those created by the InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Subject to receipt of the Stockholder Approval, the Shares have been will be 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.

Valid Issuance. The Shares have been duly and validly authorized andShares, when issued and paid for pursuant to delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessablepaid, and shall non-assessable and will 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 lawstransfer. The Shares will be freely tradable and without any restrictive legend.

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)restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Unregistered 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)restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized and, when issued issued, delivered and paid for pursuant to in the manner contemplated in this AgreementSubscription Agreement and Letter of Investment Intent, will be validly issued, fully paid and nonassessable, and shall be free and clear of will conform in all encumbrances and restrictions (other than those created by material respects to the Investors), except for restrictions on transfer description thereof set forth in the Transaction Documents or imposed by applicable securities lawsExhibit A attached hereto.

Valid Issuance. The Shares to be issued under this Agreement have been duly and validly authorized and, when issued and sold and paid for pursuant to by the Investor in accordance with this Agreement, Agreement will be duly authorized and validly issued, fully paid and nonassessable, issued and shall be free and clear of all encumbrances and restrictions (other than those created by the InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities lawsDocuments.

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 lawsDocuments.

Valid Issuance. The Shares have been duly and validly authorized andShares, when issued as provided in and paid for pursuant to the terms of this Agreement, will be duly authorized and 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 under applicable securities Laws or as described in Section 3.5) will be free of restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities lawstransfer.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, and assuming the consummation prior to the issuance thereof of the Reverse Split, 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.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreementthe Transaction Documents, the Shares 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 InvestorsXxxxx), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Upon the execution of the Deed of Issue, the Shares have been will be duly and validly authorized issued and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, 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.

Valid Issuance. The Shares have been duly and validly authorized and, when issued issued, sold and paid delivered in accordance with this Agreement for pursuant to this Agreementthe consideration expressed herein, will be validly issued, fully paid and nonassessable, and shall will be free and clear of all liens, charges and encumbrances and restrictions (other than those created by the Investors), of any nature whatsoever except for restrictions on transfer set forth in the Transaction Documents or imposed by under this Agreement and under applicable federal and state securities laws.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and shall the issuance of such Shares will not be free and clear of all encumbrances and subject to any preemptive or similar rights or any restrictions (other than those created by the Investors)on transfer or voting, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.. ACTIVE 43844688v4

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 security interests, liens, other encumbrances and restrictions (other than those created by the InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.

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 preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized and, when issued issued, sold and paid delivered in accordance with this Agreement for pursuant to this Agreement, the consideration expressed herein will be validly issued, fully paid and nonassessable, nonassessable with no personal liability attaching to the ownership thereof and shall will be free and clear of all liens, charges and encumbrances and restrictions (other than those created by the Investors), of any nature whatsoever except for restrictions on transfer set forth in under this Agreement and the Transaction Documents or imposed by Lock Up Agreement, and under applicable federal and state securities laws.

Valid Issuance. The Shares and the Warrants have been duly and validly authorized and, when issued and paid for pursuant to this AgreementSubscription, 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 InvestorsParticipant), except for restrictions on transfer set forth in the Transaction Documents transaction documents or imposed by applicable securities laws.

Valid Issuance. The Purchase Shares and the Other 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)Encumbrances, except for restrictions on transfer set forth in the Transaction Documents or imposed by the Lock-Up Agreements and any applicable securities laws.

Valid Issuance. The Shares have been duly If and validly authorized and, when issued and paid for pursuant to delivered in accordance with this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), Encumbrances except for restrictions on transfer set forth in the Transaction Documents or as are imposed by applicable securities lawsLaws.

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 this Agreement or imposed by applicable securities laws.

Valid Issuance. The Shares have been are duly and validly authorized and, when issued and paid for pursuant to this Agreementfor, 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)restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this AgreementAgreement in consideration for the assignment of the License Agreements provided for in Section 1, will be validly issued, fully paid and nonassessablenon-assessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents herein or imposed by applicable securities laws.

Valid Issuance. The Shares have been are duly and validly authorized and, when issued issued, sold, delivered and paid for pursuant to in accordance with the terms and conditions of this Agreement, will be duly and validly issued, fully paid and nonassessable, and shall be free and clear of from all encumbrances and restrictions (Liens, other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable under state and/or federal securities laws. The issuance, sale and delivery of the Shares in accordance with the terms and conditions of this Agreement will not be subject to any preemptive rights or other similar rights of stockholders of the Company.

Valid Issuance. The Purchased Shares have been are duly and validly authorized and, when issued and paid for pursuant to in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (Liens imposed by the Company other than those created by the Investors), except for restrictions on transfer set forth provided for in the Transaction Documents or imposed by applicable securities lawsthis Agreement.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, and 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.

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)Liens, except for restrictions on transfer set forth in imposed by applicable securities laws. The Warrant Shares have been duly and validly authorized and, when issued upon exercise of the Transaction Documents or Warrants, will be validly issued, fully paid and nonassessable, and shall be free and clear of all Liens, except for restrictions on transfer imposed by applicable securities laws.

Valid Issuance. The Shares and the Note have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, (in the case of the Shares) fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.

Valid Issuance. The Purchased Shares, the Warrants and the Underlying Shares have been are duly and validly authorized and, when issued and paid for pursuant to in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (Liens other than those Liens created by the Investors), except for Investor and restrictions on transfer set forth in under the Transaction Documents or imposed by and under applicable state and federal securities laws.

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 liens, encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

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 Investorsany Investor with respect to Shares purchased by such Investor), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

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 InvestorsNovant), except for restrictions on transfer set forth in the Transaction Documents this Agreement or imposed by applicable securities laws.. 4.4

Valid Issuance. The Shares have been duly and validly authorized andShares, when issued and paid for pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, non-assessable and shall will 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 other than restrictions on transfer contemplated by this Agreement and under applicable state and federal securities laws.

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 nonassessablenon-assessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors)restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

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 will be free and clear of all taxes, liens, claims, restrictions on transfer, preemptive rights, rights of first refusal or other encumbrances and restrictions of any nature (other than those created by the InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The When issued and delivered in accordance with the terms of this Agreement and the Settlement Agreement, the Shares have been will be duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessablepaid, and shall non-assessable, and will be free and clear of all encumbrances and restrictions (Liens other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents transfer. The Shares are not subject to preemptive rights or imposed by applicable securities lawsany other similar rights.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to in accordance with this Agreement, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable, nonassessable and shall be free and clear of all encumbrances and restrictions (other than those created by based in part on the Investors), except for restrictions on transfer representations set forth in the Transaction Documents Section 4.5 hereof) issued in compliance with all applicable U.S., state and foreign securities laws and will not be subject to any preemptive or imposed by applicable securities lawsother similar rights.

Valid Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable, and shall the issuance of such Shares will not be free and clear of all encumbrances and subject to any preemptive or similar rights or any restrictions (other than those created by the Investors)on transfer or voting, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. The Shares have been are duly and validly authorized and, when issued and paid for pursuant to in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (Liens other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by under this Agreement and under applicable state and federal securities laws.

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 InvestorsInvestor), except for restrictions on transfer set forth in the Transaction Documents herein or imposed by applicable securities laws.

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 InvestorsPurchaser), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.

Valid Issuance. 6 10 (a) The Shares have been duly authorized, and validly authorized andwhen issued, when issued sold and paid for pursuant to delivered in accordance with the terms of this Agreement, will be validly issued, fully paid paid, non-assessable and nonassessable, and shall be free and clear of all liens, charges, claims and encumbrances and restrictions (other than those created by the Investors)Company and will not have been issued in violation of the preemptive rights of any stockholder of the Company. Upon the delivery to the Purchasers of the certificates evidencing the Shares, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities lawsPurchasers shall acquire good and indefeasible title to the Shares.

Valid Issuance. The Shares and Warrants 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 Liens (other than those created by the InvestorsPurchasers), except for restrictions on transfer set forth in the Transaction Documents Operative Agreements or imposed by applicable securities laws.

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 Liens (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.