Common use of Issuance and Delivery of the Shares Clause in Contracts

Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and when consideration for the issuance of the Shares is duly recognized, each in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any other Person or any liens or encumbrances. Assuming the accuracy of the representations made by the Investor in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Issuance and Delivery of the Shares. The Shares have been duly and validly authorized and, when issued and when consideration paid for the issuance of the Shares is duly recognized, each in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable. The issuance non-assessable and delivery free of the Shares is not subject to preemptivestatutory and contractual preemptive rights, co-saleresale rights, right rights of first refusal or any other and similar rights of (each, an “Encumbrance”), except for restrictions on transfer under this Agreement, applicable state and federal securities laws and Encumbrances created by or imposed by the stockholders of the Company or any other Person or any liens or encumbrancesPurchasers. Assuming the accuracy of the representations made by the Investor each Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and when consideration paid for the issuance of the Shares is duly recognized, each in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessablenon-assessable. The issuance and delivery of the Shares is not, and immediately after the Closing, the Shares will not be, subject to preemptive, co-sale, right of first refusal any Liens or any other similar rights of the stockholders of the Company or any other Person or any liens or encumbrances(other than Liens created by Purchaser). Assuming the accuracy of the representations made by the Investor Purchaser in Section SECTION 5, the offer and issuance sale by the Company of the Shares at each Closing is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Issuance and Delivery of the Shares. The Shares have been duly and validly authorized and, when issued and when consideration paid for the issuance of the Shares is duly recognized, each in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable. The issuance non-assessable and delivery free of the Shares is not subject to preemptivestatutory and contractual preemptive rights, co-saleresale rights, right rights of first refusal or any other and similar rights of (each, an “Encumbrance”), except for restrictions on transfer under this Agreement, applicable state and federal securities laws and Encumbrances created by or imposed by the stockholders of the Company or any other Person or any liens or encumbrancesPurchaser. Assuming the accuracy of the representations made by the Investor Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and when consideration paid for the issuance of the Shares is duly recognized, each in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Neither the issuance and nor delivery of the Shares is not subject to preemptive, co-sale, right of first refusal sale or any other similar rights of the stockholders of the Company or any liens or encumbrances (other Person or than any liens or encumbrancesencumbrances created by or imposed by the Purchaser purchasing the applicable Shares pursuant to the terms of this Agreement). Assuming the accuracy of the representations made by the Investor each Purchaser in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Issuance and Delivery of the Shares. The Shares have been duly authorized and, when issued and when consideration paid for the issuance of the Shares is duly recognized, each in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any other Person or any liens liens, encumbrances or encumbrancesrestrictions, other than encumbrances under applicable securities laws. Assuming the accuracy of the representations made by the Investor Purchasers in Section 5, the offer and issuance by the Company of the Shares is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).